Stan 10
by Luke Starkiller
Summary: What if Ben had a best friend who was with him on that summer road trip? How would the series change due to the presence of one new character? Meet Stan Hopkins, a shy and nerdy young boy who will ultimately discover the Omnitrix and become one of the greatest heroes in the universe. Rated T for Teen. (Next Chapter is Upgraded Mayhem under development. Thanks for waiting readers.)
1. Chapter 1: And Then There Was 10

**Disclaimer: This is a non-profit fan fiction made by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Authors note: Hi there! Welcome to the new and improved the Stan 10 story.**

 **This version is very similar to the original version except I have modified and fixed dozens of spelling mistakes and added more talking and in-depth descriptions to the events of this chapter whilst also sticking to a first-person liner style narrative from the characters with third-person descriptions.**

 **The same process will occur for the other Chapters.**

 **Thanks and enjoy reading the new and improved Stan 10.**

In this reality, the Omnitrix did not befall Ben Tennyson.

Instead, it fell on the arm of his best friend: Stan Hopkins whose small life would change forever and get bigger as a result...

Italics: _Thinki_ _ng._

Space... Full of many mysteries and wonders of the universe; vast civilizations and more seemingly inhabit the universe as various species flourish throughout it to help learn more about the wonders of the universe.

One such wonder of the universe is a unique and integrating device known as The 'Omnitrix'.

With this device, anyone could turn or transform into a variety of different and unique alien species all with their powers and abilities.

Now the life of one child on the planet 'Earth' will change forever throughout the greatest summer and the beginning of his many adventures...

Chapter 1: 'And Then There was 10.'

In space near the inner Solar System next to the Asteroid Belt, everything seemed to be quiet in the empty thick void as it stood lifeless...

BLAM! BLAST!

Wrong.

Two ships are fighting each other in an epic space battle.

A small green and blue ship was fighting a much more powerful and bigger red ship known as The Chimerian Hammer.

Inside the massive ship lies the most powerful and dangerous conqueror the universe has ever seen.

His name is Vilgax.

He runs a gigantic army with various and mindless robotic drones serving his purpose.

In the main control room, Vilgax is seated watching over as his robotic goons run his ship tasks fighting against the smaller one.

Vilgax is a medium-sized figure about the size of a man who is a green humanoid squid-like alien with tentacles on his face similar to that of an octopus.

He wears no clothing except for some amour that is a mixture of black and red on his chest, feet, legs and arms.

Vilgax is a tenacious and greedy person only caring about himself and the power he wields over others in fear of having running and owning a vast intergalactic empire.

His voice is thick, malicious and evil beyond all comprehension being one of the most feared beings in the Universe.

As the ships continue to fire and destroy each other, one of the robotic soldiers on the ship informs Vilgax of the current situation of the ship's systems as the vessel continued to fall apart and be damaged.

"Hull Damage is twenty percent, but the system's still operational." The robotic drone informed Vilgax.

Vilgax scowled and glared at the drone before he refocused his attention on the small vessel muttering loudly, "I have come too far to be denied. The Omnitrix shall be mine, and there is not a being in the galaxy who dares stands in my way!"

Little did he know: He was wrong. Very wrong.

Earth.

The homeworld of the human race.

Home to 9.5 billion people all with unique and different personalities and ways along with so much knowledge and culture.

The current time and year? 2.55 pm, June 2005.

The location?

The town of Bellwood, located in the U.S.A.

Bellwood is a small but large town of around 20,000 people that was founded in 1638.

The motto of the town: is the 'Most Normal City in America'.

There are many parts of the city from the swimming baths to the office facilities and more.

But the main location now? Madison Elementary school.

It is here where our young pre-teen hero is currently finishing his last class with his good friend.

Benjamin 'Kirby' Tennyson who is one of the main side characters of the story.

Ben is a young pre-teen male aged ten.

He has thick shaggy brown hair, bright green eyes, and thin pale skin.

He is rather skinny but to compensate he is also known to be rather acrobatic.

His usual clothing normally consists of a black striped white shirt that has short sleeves along with green cargo shorts along with sneakers that have an identical colour scheme to his shirt.

Ben is mostly known to be childish, cocky and arrogant; he also likes to crack jokes a lot.

Despite this, however, he is also known to be kind-hearted and caring of others as well and generally heroic in general.

He does not display this often though joking to hide his fears.

But you've seen this story already haven't you?

Time to meet the new hero of this tale.

Meet Stanley 'Stan' Neil Hopkins, who is currently reading a book about the autobiography of George Washington.

He is a young pre-teen who like Ben is aged ten.

In comparison to Ben: Stan has neatly cut black hair; deep clear blue eyes and a pale skin tone as well although slightly deep.

He is slightly medium-sized but not skinny, however.

His clothing is simple but effective, he wears a simple but plain white t-shirt that has grey buttons on it along with light brown stripes.

He wears a pair of blue jeans that are neatly kept and presented and are not ripped at all, unlike some teens.

To finish the look he wears a pair of trainers that are brown with some green splotches located on either side.

This coincides with a pair of deep brown glasses he wears as well.

He also carries a black Star Wars backpack with white bold writing for the logo to store his items in such as comic books and more.

Stan's personality is unique among other people due to him being slightly autistic which causes his emotions to flux slightly depending on the situation he is in.

Despite this, he is respectful, kind and nice to most people and also tries to stay and be mature but calm as well.

Sometimes however like Ben, he can act giddy and childish when he has one of his 'happy moments' as he describes the sensation.

Like Ben, he is kind-hearted and thinks of the welfare of other people and himself as well.

Stan is also a massive fan of pop culture and technology in general and likes media such as Sumo Slammers, DC comics, and Star Wars.

As the time on the clock nearly went down to 3.30, Ben began to act impatient as he frowned and looking around bored with the teacher continuing her lecture.

Ben then had a brilliant idea as he then decided to throw a paper plane at the teacher and act innocently.

However, Stan noticed this and sighed to himself in annoyance before he slowly whispered, "Why Ben? Why?" as he continued to read the book a bit longer.

Meanwhile Ben looked to the clock desperately in a hurry to get out and enjoy summer as he nervously muttered, "Come on. Come on."

"And I just wanted to remind you all that I will be teaching summer school this year, and it's not too late to sign up!" the Teacher informed the vast majority of bored students in the classroom.

"Yeah right," Ben muttered rolling his eyes in annoyance at such an idiotic statement in his opinion.

RING! RING!

The class bell then began to ring loudly as the kids inside the room then cheered before the population of the class began to acquire their belongings and exit the room.

Stan then finished reading his book before he closed it and placed it back on his desk before he grabbed his Star Wars backpack and slung it over his shoulder.

Ben then cheered happily at finally being able to leave the class.

"Yes! Outta here!" Ben yelled as he then quickly grabbed his belongings.

"Everyone has a good vacation and I hope to see you all again in the fall." the Teacher stated as she erased the work of the whiteboard as it squeaked slightly with the text being erased before Stan decided to thank the teacher back.

"Thanks, Miss! Have a good vacation as well." Stan inquired happily as he began to walk out of the room with Ben following him.

"Benjamin, could I have a word with you before you go?" The teacher inquired to Ben.

Stopping in mid-walk, Ben then turned around and spotted the teacher holding the paper plane he had thrown.

Sighing in annoyance, Ben then walked to the teacher as Stan exited the classroom and closed the door.

A few minutes later...

Stan hummed to himself slightly before the door reopened.

An annoyed looking Ben then began to walk forward before Stan followed him.

Soon the two were proceeding down the hallways of Madison Elementary School along with the numerous amount of other school students.

"Ben, why did you throw that plane? Could you not have waited five minutes at least?" Stan asked as he stared at Ben hoping to get an honest answer.

"So? I don't think it was not that big of a deal anyway Stan. Besides school is out now for three long months." Ben replied.

Feeling annoyed, Stan sighed as he briefly thought over the situation like he sometimes did.

 _"What do I with him? I mean he is a good person and my best friend, but he tends to be immature at times. Ah well."_ Stan briefly recalled his experiences with Ben.

"Never mind Ben, besides it's the last day. Are you ready for a great road trip?" Stan questioned his friend as he stopped thinking to himself.

"You bet I am! Let's go!" Ben praised feeling excited as both boys then approached the exit of the school.

The two pre-teens then exited the building as the hot humid summer air blasted the two boys before they both continued to walk off the site talking to each other.

At the same time, two other students are seemingly bullying another boy who was terrified as he was backed into a corner by two other boys who were taunting him.

The oldest boy is named Cash Murray.

He has dark skin, black hair and is rather tall.

He wears a grey shirt with a cash register on it and blue shorts.

J.T. is a shorter then Cash but is slightly bigger instead.

He has messy brown hair and a pale skin tone.

Like Stan, he wears glasses to see with silver frames.

He wears a dark olive shirt and a yellow t-shirt with olive pants as well.

The victim Jamie has blue hair and is obese.

He wears a light t-shirt with a greyish blue shirt.

He also has blue rounded glasses along with blue jeans and a watch.

"Normally, we'd take your money and beat you up. But since it's the last day of school, we're gonna give you a break. Now fork over the cash so we can get out of here!" Cash cackled enjoying the humiliation he was delivering only for two voices to be heard yelling.

"Oi! You two! Back off now!" Stan shouted out.

"Leave him alone!" Ben then yelled out.

Cash and J.T. then paused as both boys turned around as Ben and Stan stood there looking annoyed at the bullying situation.

"Back off, shrimps!" J.T. nervously demanded as he tried to ignore the situation from getting worse.

"I said leave him alone!" Ben yelled back as Stan then added, "Yeah, you two should step back before something bad goes down."

Cash mockingly grinned before he said, "Oh, looks like we got ourselves a pair of heroes! Suppose you don't want to back off."

Cash and J.T. then left a terrified Jamie both boys then walked over to Ben and Stan confronting them.

"What are you going to do about it, Hopkins and Tennyson?" Cash questioned loudly before things seemed to go quiet again with the four glaring at each other.

Stan then muttered to the bullies, "Now then if you don't stop this I will… Ben what the?!".

Stan watched in horror before Ben ended up charging at them with a shout rushing in widely as Stan gulped fearing that things would go bad.

A few minutes later...

Ben, Stan and Jamie had ended up being shaken upside-down as both pockets were emptied of money and they were hanging on a tree via wedges near the road as Jamie sarcastically said, "Thanks a lot."

"I was just trying to help..." Ben muttered back in response before Stan then ranted to Ben, "Yeah, nice going, Ben... The next time I say wait, you wait!"

Ben panicked slightly replying, "Sheesh dude, chill out."

Before Stan could reply, an RV parked onto the side of the road near the tree.

The RV is known as the Rust Bucket.

The vehicle features a yellow and grey paint scheme with various antennas present with it being a large and sturdy American RV.

The window then pulled down showing off a middle-aged man smiling slightly.

His name is Maxwell 'Max' Tennyson.

Max is a middle-aged gentleman aged fifty-nine.

Like Ben, he has pale skin, but he has brown eyes however along with thin white hair.

He wears a red Hawaiian shirt with blue pants and brown boots as his main outfit.

His voice is also slightly deep and father-like.

"Come on Ben and Stan, Let's go. We're burning daylight. I want to make it to the campsite by nightfall." Max added on before he looked up at the tree and noticed the three boys hanging up there.

"Oh Grandpa, a little help here?" Ben asked Max.

Max then nodded back as he slowly walked out and assisted the boys.

A few moments later...

Once Max had managed to assist the boys down from the tree as they climbed down, they walked into the Rust Bucket.

Following Max, Ben happily hopped into the Rust Bucket exclaiming, "I've so been looking forward to this!"

Stan responded by smiling politely as he entered the Rust Bucket more calmly, "I must admit, it will be nice to go around the good old U.S.A for a summer vacation!"

Once inside, Stan closed the side door as he looked around and observed his new surroundings.

The inside of the Rust Bucket has all the modern-day amenities one could expect from it.

A bathroom, a kitchen, a living area, a table and some beds at the back as well.

"What are you doing here?!" Ben then suddenly shouted out in shock.

Confused, Stan turned around and noticed Ben glaring a girl who was sat down on the side booth.

This is Gwen Tennyson, Ben's cousin and Max's granddaughter.

Like Ben, Gwen has green eyes and pale skin as she is similar looking to Ben along with the same age as well.

However, Gwen has red hair that is cut in a pixie style cut way.

She wears a long-sleeved blue shirt that is light blue in the centre which also has a cat icon on the chest of it.

She also wears white trousers and white shoes along with a blue hairpin located in her hair and a pair of matching circular blue earings too.

Gwen is smart and mature at times, however, she is stubborn and smart-mouthed when she talks to her brother.

She is a quick thinker as well and does not get distracted, unlike Stan.

However, she is too trusting of others.

Stan then saw Gwen and decided to introduce himself to Gwen, "Nice to meet you, I'm Stan Hopkins."

"Same here, I'm Gwen Tennyson," Gwen replied happily pleased with Stan's positive attitude as Ben continued to plead with Max about his cousin's presence.

"Grandpa, What is she doing here?!" Ben complained to Max.

"Take it easy, dweeb. This wasn't my idea. Somebody convinced my mom camping for the summer would be a good experience for me." Gwen finally replied becoming annoyed with Ben's presence as well.

"Grandpa, please tell me you didn't." pleaded Ben before Stan replied, "I don't know, Ben it would be nice to have more company I guess."

"I thought it would be fun if your cousin came along with us this summer. Is there a problem?" Max inquired Ben who stopped talking.

Ben and Gwen then glared at each other before saying nothing as silence filled the RV.

"Well, this just got awkward real fast," Stan stated as he moved to the front of the vehicle and sat down in the nearby front seat before Max walked to the front of the Rust Bucket and started the engine of the RV.

Rumble... WHOOSH!

As the Rust Bucket began to drive out of Bellwood, Gwen and Ben once again started to argue which annoyed Stan and Max who did their best to ignore it.

"Aw, I can't believe it. I wait all school year to go on this trip and now the queen of cooties is along for the ride. " Ben mocked Gwen who glared and fired back, "Hey, I had my vacation already all planned out, too, you know."

Gwen then pulled out a calendar of schedules and activities before she stated, "Each activity is colour-coded so I never did the same thing two days in a row. Now I'm stuck with my geekazoid cousin going camping for three months."

Ben rolled his eyes before he muttered to Gwen, "Geek."

"Jerk." Gwen fired back in response.

Meanwhile, Stan and Max were having a more pleasant conservation as Max asked, "So sport, how are things? Your mom doing good?"

Stan smiled slightly replying, "Oh yeah, Max, my mom is doing well, but i'm going to stay in touch whilst we go out around the country though."

Stan quickly fumbled around in the right pocket of his trousers before he found a new Nokia 2005 Cell phone in it as Max complimented his idea, "Good thinking, I just hope you enjoy yourself okay?"

"Thanks, Max. I hope we have a good summer as well." Stan responded casually before he looked out the side window watching on as the trees flashed by.

Max nodded before he heard Ben and Gwen taunt each other before Max stated, "Something tells me it's going to be a long summer."

"I think you might be right there," Stan added on as the Rust Bucket finally left the highway behind.

Several hours later...

Stan smiled happily as he looked around at the campsite they had arrived at 9.00 pm with the Rust Bucket parked up nearby.

Ben sat next to him smiling as well whilst Gwen was sat opposite looking hungry.

"Chow time!" Max shouted out as he walked over to the picnic table carrying a large bowl of food.

Stan grinned slightly before he licked his lips as he asked, "What have you got?"

However, Stan froze in horror as Max put the bowl down which had dozens of slimy worms in there that squirmed as the kids recoiled in disgust.

"Okay, I give up. What is that?" Ben asked curiously before Max replied, "Marinated mealworms. Hard to find them fresh in the states. You know they're considered a delicacy in some countries."

"And gross in others." Gwen groaned feeling sick.

One of the worms then ended up squirming out of the bowl as it landed on the table near Stan where he froze in horror before muttering, "You consider this food? I have seen better stuff on TV! No offence or anything Max."

Max smiled slightly as he replied, "Well, If these aren't good, I've got some smocked sheep's tongue in the fridge."

"Ugh. Couldn't we just have a burger or something?" Ben questioned Max who laughed the gesture off saying, Nonsense! This summers gonna be an adventure for your taste buds. I'll grab the tongue."

The kids looked at each other frozen in horror as Max left the table in search for the tongue before Stan whispered in horror, "Oh um... Why is he making us eat this stuff? I don't feel so good."

Ben then informed the other two kids, "Okay. I've got a half-eaten bag of corn chips and a candy bar in my backpack. What have you got, Gwen?"

"Some rice cakes and hard candy. And you Stan?" Gwen said before she asked Stan.

"Some crisps and a fizzy drink," Stan replied before he looked at Ben who said, "Think we can make them last the whole summer?"

There was silence before all the kids groaned disappointedly with the outcome they had.

Meanwhile, back in space...

BLAM! BLAST!

Both spacecraft continued to fire at each other as both ships began to approach the planet Earth and the Moon.

CRACKA-BOOM!

The Chimerian Hammer ended up blasting the back of the smaller ship crippling the engine as a large red laser blasted it to smithereens in the debris field of metal that had gathered around the ship.

On the ship, Vilgax smiled at the satisfactory victory he had achieved as the robotic drone blared out, "The propulsion systems have been destroyed on the other ship."

"Excellent. Prepare to board. I want the Omnitrix now!" Vilgax demanded as he slowly moved out of his throne.

BLAM! BOOM!

The smaller ship then fired a massive green laser from the top fin it had before the laser blasted the command centre of the Chimerian Hammer.

This created a huge explosion which destroyed the robotic pilot and severely injured Vilgax.

BLAST! CRACKA-BOOM!

The Chimerian Hammer then retaliated back by firing a huge red laser beam that destroyed the smaller blue ship.

Slowly metal and debris began to form around the wreck site as the front part of the ship became intact.

THWOOSH!

A green space capsule was then launched from the ship before it plummeted downwards.

The capsule then broke apart into a black pod that was sent hurtling down to Earth below like an asteroid.

Meanwhile back on Earth...

Back at the campsite, Ben was playing on a Nintendo game boy system whilst Gwen was on her laptop.

Also, Stan was texting on his mobile phone as Max then walked up to the trio of kids as he held onto a medium-sized bag of marshmallows.

"Who wants to roast marshmallows?" Max inquired to the kids, only for the three to ignore him.

Max sighed slightly before he asked, "Okay. How about we tell scary stories?"

"Scarier than having to spend your summer with your reek of a cousin?" Ben said as he laughed before Stan glared at him in annoyance replying, "Ben! Come on man."

Gwen also seemed unhappy as she taunted Ben, "I'd like to, Grandpa, but I'm busy looking up cures for extreme doofuses! Nothing yet Ben, but let's not give up hope!"

"Come on, you two, we're all in this together. Either you can mope around all summer or we can have some fun!" Max pleaded with the kids trying to defuse the situation.

Stan then added, "I say we do something interesting and fun you know?"

"I vote for moping." Gwen snarkily joked back.

Annoyed with the arguments and tension, Stan sighed again before he slowly stood up and placed his backpack on the ground before he yawned out, "Right, I am going for a walk, see you guys shortly okay?"

Stan then began to walk into the forest slowly before Max mused, "I, uh think they are starting to grow on each other."

However Ben and Gwen did not share this statement.

"Yeah, right dweeb." Ben muttered before Gwen fired back, "Shut it, doofus!"

Meanwhile...

Stan sighed to himself as he continued to walk in the thickly wooded forest, _"Ah well, not the best start for a vacation I guess... Hmm, what to do now?"_

Stan then stopped thinking before he looked up at the night filled sky.

The Moon was orbiting in the distance, as it's pale white shadow was lighting up the sky amongst hundreds of other stars like Alpha Centauri and Epsilon Eridani which glowed many light-years away from Earth.

"Man what a beautiful evening. It's moments like this that make me wonder are we alone in the universe? Heck Nasa has only been to the moon." Stan mused happily in joy.

Stan then noticed a bright pinkish shooting star that shot across the night sky.

Frozen in awe at the shooting star, Stan then pondered, "That's a pretty cool shooting star. I wonder where that will end up?"

THWOOSH!

As if to answer his question, the shooting star ended up changing directions and dived down to where Stan was.

"Oh crap!" A shocked Stan yelled out before he ran for his life.

The shooting star then collided with the ground which caused a huge flash of light from the impact.

WHOOSH! CRASH! RUMBLE!

Junk and dirt were sent flying into the air causing Stan to blown away from the impact site.

WHOOSH! THWACK!

Bracing himself, Stan grunted in pain as he crash-landed on the dirt floor face first before he rolled across the floor finally stopping with his brown glasses rolling off his head whilst a thick cloud of dust slowly rose up from the impact site with dust and smoke rising above in the air.

Groaning, Stan began to cough as he felt an aching pain come over him before he realized that his glasses were misplaced as he began to look for them.

"Ugh..." Stan muttered before his right hand slowly grabbed hold of the pair of brown glasses that were discarded on the dirt floor.

Stan then slowly regained his footing before he looked around and noticed his dirty condition.

"Messy, Messy..." Stan muttered before he quickly used his hands to wipe off any dust on his shirt and trousers.

Once he placed his brown glasses back on his face, A large crater then appeared from his viewpoint.

Stan paused before he slowly began to walk over to the crater and muttered, "What is that thing anyway?"

Approaching the edge of the crater, Stan slowly peeked over and noticed a large black container in the centre of the impact site.

CRACK!

The ground then collapsed above Stan as he grunted sliding down into the crater before he landed on his back.

Groaning again, Stan slowly got back up as he noticed the futuristic container.

HISS...

The container then hissed open as thick white smoke emerged from the pod revealing a rather odd device inside.

Curious, Stan moved closer to the pod and looked at the glowing green device in closer detail.

The device is some kind of watch that had a green faceplate on it glowing.

It also had black frames with grey supports that snaked around on it along with a green button located on the left side.

"Is that a watch? What's a watch doing in outer space?" Stan questioned to himself.

Confused and intrigued by the device, Stan decided to slowly move his right arm to carefully hold the watch and quietly place it back in the pod once he was done with it.

ZIP! CLAMP!

The watch ended up clamping onto Stan's right arm.

Freaking out in shock and worry, Stan tried to get the watch off as he shook his hand frantically not noticing that it was bonding to his DNA and that he would end up using it and his life would change forever...

Finally, Stan gave up trying to shake the watch off before he panicked mumbling, "Oh dear! I need to get this thing off!"

Moving to the side of the crater, Stan used the rocks to climb out of the crater before he ran off back to the campsite.

Meanwhile...

Back at the campsite, Max began to wonder where Stan had gone as he muttered, "Hmm... Stan has been gone a while. I guess he can't get into too much trouble out there."

Gwen rolled her eyes and sarcastically replied, "Unless he winds up bear food."

"Gwen! That was a bit harsh." Ben said, condemning Gwen's comment as Max also frowned at her disappointed as well.

Gwen shrugged and replied, "Hey, I can dream, can't I?"

At the same time...

Stan grunted again as he tried to pull the watch off with his left hand for the third time, "Come on... I just need..."

BEEP!

The watch beeped in response before Stan groaned in annoyance and kneeled on the ground.

Looking around, Stan then spotted a wooden branch laying nearby.

Grinning happily, Stan grabbed hold of the branch and slid it under the watch before he began to pry the watch off with the stick.

"Please come off..." Stan pleaded as he forced the stick until...

SNAP!

The stick ended up breaking and falling to the ground in half causing Stan to curse in annoyance, "Ah nuts! This watch has to come off right?!"

Giving up in defeat, Stan sighed and sat down on the dirt ground near an oak tree before his blue eyes glanced towards the Omnitrix.

Shrugging

Stan shrugged before he began to fiddle with the watch on his right arm.

"This has to do something, I mean does it even work or not?" Stan questioned himself before the faceplate of the watch popped up as the watch beeped.

Beep...

Caught of by surprise, Stan smiled in awe saying, "Whoa! What is this thing up to?"

The X-shaped faceplate then changed to form a diamond shape and the shadow or silhouette of a humanoid flame-headed creature with thick hands appeared on the faceplate.

Stan froze in confusion before thinking, _"Hmm… This is interesting. He looks like someone from Star Wars or something like that. Should I or not?_ "

No longer thinking Stan looked around before he shrugged as his left hand carefully pushed down the faceplate of the watch causing his blue eyes to widen in interest.

FLASH!

Immediately after Stan pressed down the faceplate, a large flash of green light appeared from the watch blinding him slightly causing him to stand up in shock as his mysterious transformation began with his body temperature beginning to get hotter and hotter...

The watch shrank down into Stan's arm vanishing and from where it shrank, brown-orange like rocks began to appear down on his arm slowly covering his body and clothing.

"What is happening to me?!" Stan yelled in horror as his childlike voice slowly got deeper and thicker as he struggled to speak.

The rocks continued to cover his body spreading to his legs and then his eyes as rocks slowly covered Stan's terrified blue eyes.

Next cracks slowly began to form in his rocky skin and the Omnitrix symbol ended up forming on his chest as he grew in size to a young teenager.

Finally, to finish, his head erupted into flames with a face outline as the green light faded away.

Stan had become a Pyronite known as Heatblast.

Groaning, Heatblast slowly felt his eyes reopen as he looked down and noticed his new rocky molten body.

Shocked, Heatblast froze before he realized what had just happened.

He had changed into a fire alien and he was on fire.

"HOLY MOTHER OF GOD! I'M ON FIRE!" Heatblast yelled with his voice now being thick and gravelly before he panicked and ran around the area screaming like a child.

Thirty seconds later...

Heatblast slowly stopped running before he looked at himself in awe and confusion, "What did I just do? What... I'm on fire and yet I am not burning?"

The confused Pyronite looked over his body as he continued to observe himself in awe muttering, "How interesting... This creature whatever it is has adopted a fire like a body... But where did it come from and why did I turn into it?"

Heatblast then had a moment of realization before he turned around and noticed a large wooden tree.

Flexing his hand, Heatblast noticed a fireball that seemed to be forming before he murmured in confusion, "Hmm what if I did this?"

Moving his hand out, a fireball then formed from Heatblast's hand before it crashed into the branch of the tree Stan had sat against.

BLAST! THUNK!

Grinning slightly, Heatblast then moved his hands together and shouted out, "Hmm... Let's try something bigger and better!"

Charging up a bigger fireball, Heatblast then hurled it towards more trees and ignited.

BLAM! THUNK!

However, Heatblast had misjudged how quickly the fire would spread before a forest fire was created.

One by one each tree was lit up by a massive inferno of flame and heat as Heatblast looked on in embarrassment and shock.

"Uh oh, Maybe I should have thought this out more." A nervous Heatblast muttered to himself.

Back at the campsite...

Ben and Gwen were busy playing until Gwen spotted a nearby column of thick smoke and asked Max, "What's that?"

Max frowned before explaining, "Looks like the start of a forest fire, we should let the ranger station know. Probably some damn fools out there, messing with something he shouldn't."

"Stan! He was out there for a walk remember?!" A panicking Ben then loudly shouted out.

Gwen and Max's eyes widened in shock before Ben pointed out, "Stan could be in trouble. We've got to help him out!"

Max quickly nodded before he reached into a nearby storage container and grabbed hold of three fire extinguishers before he handed two of them to Ben and Gwen.

"You two better use these, Do you know how to use a fire extinguisher anyway?" Max questioned Ben and Gwen who both look determined to help.

"Yeah I do, don't worry Grandpa. Yeah, same here." Ben and Gwen replied before Max smiled stating, "Good, the pair of you be careful and stick next to me. Let's go!"

Max then lead Ben and Gwen towards the forest fire as the situation got worse.

Meanwhile back with Heatblast in the forest...

CRACK! CRASH!

Heatblast groaned as he attempted to stomp out a branch with his foot only for it to ignite even more as the Pyronite looked around mumbling, "Oh man! This would be so cool if it weren't so... not cool."

At the same time, Gwen was extinguishing various flames around her as she did not notice Heatblast.

TAP!

Heatblast then bumped into someone only for him to turn around as he saw Gwen who froze in shock clutching her fire extinguisher.

"ARGHHH!" Gwen screamed as Heatblast carefully walked back.

Holding out his hands, Heatblast explained to Gwen, "Now wait! I know I look weird, but there's no reason to be afraid! Look I can explain..."

CLONG!

The next thing Heatblast knew was that Gwen knocked him on his head with the fire extinguisher.

Slightly dazed, Heatblast stumbled back only for Gwen to activate the fire extinguisher spraying foam at Heatblast.

BLAST! PHWOOSH!

Coughing out foam from his mouth, Heatblast wiped the remaining foam away just before he heard Gwen say, "I don't know what you are, but you'll stay down there if you know what's good for you,"

Annoyed, Heatblast then flicked his fingers and created a small flame on the sole of Gwen's shoe.

FLICK!

"Ow!" Gwen yelled in pain before she aimed the fire extinguisher and blasted the foam on her shoe whilst Heatblast slowly looked at Gwen.

Glaring back, Gwen aimed the fire extinguisher and told Heatblast, "I warned you."

Surprisingly, Heatblast calmly replied, "Don't even think about it Gwen, It's me."

Shocked, Gwen's eyes widened in surprise as she asked, "Stan? Is that you? What happened?"

Feeling worried, Heatblast decided to explain what had occurred to him as the fire continued to rage around the two with Gwen listening in awe and shock.

"Well you see, this meteor fell from the sky and almost munched me, except it was not a meteor or a satellite, but some kind of watch device that latched onto my wrist. I tried to get it off, but next thing I know I ended up turning on fire, except it didn't hurt when I accidentally caused this mega forest fire." Heablast fully explained to Gwen.

As Heatblast finished explaining, Max and Ben both then ran up together, having seen Gwen in the distance talking to Heatblast.

"Gwen, are you alright... What in blazes?" Max said in awe and shock before Ben replied, "Whoa! Some kind of fire monster or freak!" Ben replied just as shocked.

Heatblast then calmly stated, "Chill out. It's me guys, Stan."

Still confused, Max asked, "Stan? What happened to you?!" as Heatblast began to explain, "Well, as I said earlier I was walking when this meteor..."

"Um excuse me, Major forest fire burning out of control, remember?" Gwen interrupted as Heatblast nodded before Ben asked, "So does anyone know how to stop the fire?"

Silence occurred whilst the flames raged around with everyone thinking for a couple of seconds until an idea popped into Max's head who explained, "Backfire. Start a new fire and let it burn into the old fire. They should snuff each out, think you can do it, Stan?"

Heatblast looked around at the raging inferno before he smiled and nodded, "Shooting flames, I can definitely do and get it right."

"Good, Ben, Gwen, I need you two to come with me and let Stan hear put out the fire," Max explained as Ben and Gwen nodded before the Tennyson trio then spilt away from Heatblast who smiled and ran off from the inferno.

A few mins later...

Heatblast smiled as he found a small clearing on a hill.

The Pyronite then focused before he cupped his hands together and charged up a large heat ray.

WHOOSH! BLAM! BURN! HISS!

The massive fire beam fired from Heatblast's hands spread across the empty area as another fire then ignited with the flames quickly spreading until both fires merged into a massive one.

Slowly but surely, the fire began to spread out as the fire finally extinguished itself for good after ten mins passed.

Heatblast looked around before he nodded to himself as the Pyronite then left the wrecked area behind just as a park ranger drove up in a truck to the wrecked site of the fire only to be confused that the fire had gone out quickly.

At the same time back in space...

Onboard the Chimerian Hammer as it floated in space above the planet of Earth, a robotic drone was reporting to Vilgax who was inside of a giant healing tank.

"What do you mean it's not there?! This battle nearly cost me my life and you say the Omnitrix is no longer onboard the transport?!" Vilgax yelled outraged as his voice rasped across the healing tank as the robotic drone watched on emotionless.

Hiss...

The tank then opened revealing a battle-scarred and very injured Vilgax from the explosion earlier.

His left leg was gone, his right arm and leg were ruined and he was hooked up to a breathing tube to keep him alive while his body would slowly regenerate.

"Sensors indicate a probe was jettisoned from the ship just before boarding. It landed on the planet known as Earth below there in the northern quadrant." The robotic drone replied to Vilgax who growled and commanded, "Bring it to me. Now!"

The robotic drone nodded and told him, "As you wish my lord."

A few moments later...

THUNK! ZIP!

The outside of the ship opened as a large orange probe flew out the ship heading towards the same region the Omnitrix crash-landed in.

At the same time back on Earth...

At the campsite, The Tennyson trio and Heatblast were sat in front of a log fire as Max was questioning Heatblast, "And you say that this watch just clamped on your wrist?"

Heatblast looked solemn and unhappy before he then replied, "Yep that is what happened, and trust me I don't know to get rid of this thing. It's like superglue literally."

"Anyone want marshmallows?" Gwen asked as she handed them out to everyone who was sat down around the log.

Once Heatblast got his marshmallow, the hot heat that Heatblast gave off caused the marshmallow to melt into goop.

In response, the Pyronite sighed unhappily as sadness overwhelmed him, "Yeah, I did not mean for this to happen you know... It was not my fault..."

Heatblast then began to cry slightly as a hot tear of lava fell from his left eye.

SIZZLE!

The hot tear sizzled on the ground near Heatblast who gloomily looked on at the fire before Ben could not watch the sad Pyronite anymore.

"Yeah, I believe him." Ben explained to everyone as Heatblast froze and smiled slightly at Ben who went on, "If it were me then maybe it would have been my fault, but he is different then me."

To help make Heatblast feel happier, Max added, "I believe you okay Stan?"

Feeling happy with all the support, Heatblast smiled happily as the sadness in him quickly vanished, "Sure, got it, Max."

"Think he is going to stay a monster forever?" Gwen questioned Heatblast in intrigue before Max surprisingly responded with, "He's not a monster, he's an alien."

Heatblast, Ben and Gwen then stared at him suspiciously and confused as Max shrugged back, "I mean, look at him? What else could he be?"

Feeling unhappy again, Heatblast sighed before he gloomily muttered to Max, "I don't want to be fire freak forever. How am I going to make the school education knowledge team if I burn someone or something every time I touch anything?

Max frowned before optimistically stating, "Don't worry Stan. We'll figure this thing out."

BEEP! BEEP! BEEP!

Confused everyone stared at Heatblast as the Omnitrix symbol on his chest began to beep a bright red colour until...

FLASH!

A bright red light covered the area and blinded everyone briefly as Heatblast felt his body slowly return to normal with the Pyronite DNA changing back to Human DNA.

Heatblast shrunk in size as the cracks and the rocks vanished with Stan's regular human skin and clothing returning to normal.

Heatblast also shrunk back down to his regular size before Stan felt himself remerge whilst Heatblast vanished back into the Omnitrix.

As the bright red light faded, the Tennyson trio spotted Heatblast who was now back to normal.

Looking over his body, Stan smiled and yelled out, "I don't believe it! I'm me again!"

Stan then couldn't help laugh out happily and giggled in excitement whilst Ben and Max both smiled back.

"Aw! Too bad. I liked you when you were a briquette." Gwen snarkily joked to Stan.

Ben also added on, "Dude, you've got a pretty cool setup, going on with that watch right now."

Once Stan finished laughing he looked at his right arm and noticed that the Omnitrix was now a bright red colour.

Immediately he tried to pull the watch off again with his left arm, but to no avail did it come off.

"I still can't get this blasted thing off my arm," Stan complained in anger.

Max looked on thinking before he stated, "Better not fool with it until we know exactly what we're dealing with. Stay here kids, I'll go check out that crash site."

Max then moved off the log before he began to walk off to the crash site holding onto a flashlight whilst the kids looked around and began to talk again.

Meanwhile back at the crash site, everything was quiet until...

CRASH! THWACK!

The orange pod crashed onto the ground sending more mud and branches flying everywhere.

The pod then fell apart with smoke flying out of it as a giant robot emerged from the ruined spacecraft.

HISS!

Slowly, Orange segments sprouted out as three legs that had clawless feet emerged.

Then two giant arms that had claws with no hands appeared before a large bug like head with glowing red eyes popped up.

Scanning the area it was in, the giant robot then noticed the ruined pod that the Omnitrix had crashlanded in.

Aiming out's it large hand, the giant robot destroyed the pod with a bright red laser.

BLAM!

With the pod destroyed, the giant robot moved on before it detached two spider-like drones from its shoulders.

HISS!

And so all three robots went off searching for the Omnitrix.

At the same time back at the Rust Bucket...

An intrigued Stan stood near the entrance door staring at the Omnitrix on his right arm thinking, _"Man this thing must have so many secrets and things inside of it. I don't even know how this thing works. Heck, I am surprised no one made an instruction manual for it. Ah well, time for some Star Wars and DC comics. Geez, I just love those"._

Smiling happily, Stan turned around from the Rust Bucket door only for Ben to visible in front of him grinning significantly, "Hey there Stan!"

"ARGHH! GEEZ!" Stan yelled out shocked as he got terrified with his fear overtaking him briefly, "Why did you do that?!"

Ben smiled and said with intrigue, "I wanted to see how that watch of yours works!"

"Ben, I don't think that is such a good idea." Stan said horrified by the idea of using the Omnitrix again before he pointed out, "Besides, Max said not to..."

"Ah, come on." Ben intervened with excitement as his face lit up happily before he asked Stan, "Are you at least a bit interested in how the thing works?"

Stan frowned slightly before he made a decision and whispered to Ben, "Well I mean, maybe... But let's be careful okay?"

"Awesome! Come on you got a great thing there!" Ben exclaimed to Stan who looked on back nervously as both boys then moved behind the Rust Bucket.

Once hidden, Ben checked all was clear and nodded to Stan.

Reluctantly Stan looked down at the Omnitrix and began to twist and fiddle with the dial as Ben watched on looking over slightly.

As Stan focused on trying to get the watch to work, he could not help but ponder, "Hmm I wonder what would happen if I...?"

"Busted!" Gwen then yelled popping out from behind the Rust Bucket as she laughed in amusement.

"ARGH!" Both boys yelled in annoyance as Gwen struggled to talk giggling, "Haha! You should have seen your faces!".

Gwen then stopped laughing before she noticed Stan fiddling with the Omnitrix and glared at them both before Stan replied, "Look I know what Max said..."

"But what's the point of him having that thing if he is not even going to use it?" Ben said interrupting Stan mid-speech as Gwen crossed her arms in reluctance, "You heard what Grandpa said."

Still determined not to give up, Ben retorted back, "Yeah so?" as Gwen fired back, "He should not use it. It could be risky!"

Annoyed, Stan then yelled to get the arguing cousins, "Guys! Chill, look you both are right okay? But I found it so I decide what to do with it. Understand?"

Ben then tried to persuade Gwen adding on, "Come on, Gwen! Don't tell me you are at least a bit curious about what else that thing could do."

"Not in the least." Gwen replied as Ben rolled his eyes retorting, "You sure you're related to me Gwen?"

Gwen froze angry as she glared at Ben, "Why you..."

However, Stan quickly interrupted to prevent things from getting worse, "Okay guys I get it, but look I need to figure out this thing okay? So give me a bit of time and I can tell you what I have found out."

Meanwhile back at the crash site...

Max had arrived at the wreckage site as he looked around and noticed the remnants of the impact craters before Max found a piece of metal.

Kneeling, Max acquired the metal and studied it carefully as he muttered, "I don't like this, not one little bit."

Near the camp...

Stan looked around at the watch and observed its futuristic design before explaining, "Hm, maybe if I can figure out how this thing works then, I can help people you know? I mean help them by doing good things such as stopping a robbery or helping out people in need instead of making things worse."

"So you are saying you could be a superhero?" Ben questioned intrigued as Stan replied, "I guess I could, like Batman or The Flash!"

As Gwen roasted another marshmallow, she inquired, "So what did it feel like going alien and all that?"

Stan cleared his throat explaining, "It freaked me out a lot at first. It was like my mind was transferred into a different body, a different person almost, it was like I was me, but someone else at the same time. If that was not odd enough when I was that fire guy I felt like someone else was next to me."

"Huh cool," Ben stated curiously as Gwen also couldn't help but think, whilst Stan continued to fiddle and look at the Omnitrix sat on his right arm gleaming brightly.

BEEP!

Ben and Gwen then watched Stan as he had pressed the green button on the dial of the watch as the core popped up revealing the silhouette of Heatblast from before.

"I think I've got it! Stan exclaimed happily as he looked on at the exposed core and rambled on, "Seems like you have to press the green button then it works, I wonder what would happen if..."

Carefully, Stan turned the dial slowly with Ben and Gwen watch peering over his shoulder.

As Stan turned the dial three more alien silhouettes appeared.

A medium-sized insectoid alien, a humanoid reptile-like alien and a dog canine-like alien.

"This is interesting, seems like there are different alien species on the watch that I can activate and turn into. The question is how many and why?" Stan muttered as he continued to ramble before Ben suggested, "Why don't you go hero again?"

Gwen froze before asking, "Are you sure Stan? You remember what Grandpa said."

Stan then paused before replying, "Yeah, but it does seem like the right thing to do for the sake of curiosity. Anyway, you guys might want to stand back for this."

Ben and Gwen nodded before they both moved away from Stan as he prepared to activate the exposed core of the watch.

"Wish me, luck guys," Stan muttered before he closed his eyes and slowly taped down the exposed core on the dog-like alien on the watch to transform into.

FLASH!

Stan felt himself changing again as a large flash of green light overtook the area, unlike the roasting temperature change Stan had felt earlier, he seemed to feel a large amount of feral and animalistic behaviour come to him overtake his mind as it flashed rapidly and briefly.

On the outside, Ben and Gwen were blinded by the green light as Stan underwent another metamorphosis.

Like last time the Omnitrix sunk into his wrist with a bright green flash, causing his veins to pulse and expand all over his body as he closed his eyes.

When Stan reopened his eyes, there was bright orange.

At the same time, orange fur began to grow all over his body covering his clothes as he seemingly knelt.

Also, his fresh and clean teeth transformed into sharp glistening fangs.

He then held out his arm as it turned into a three-fingered paw that then grew black claws.

Finally to finish the Omnitrix symbol appeared on a brown shoulder pad that had formed.

Once transformed Stan stood up like a dog before howling and roaring as slime and spit flew out from his mouth.

Stan had become a Vulpimancer known as Wildmutt.

As the green light faded, Ben and Gwen reacted differently while Wildmutt growled slightly and looked at Ben and Gwen.

"Dude, you turned into a dog alien! That looks pretty neat!" Ben praised happily and excited whilst Gwen said in horror, "Ew! This thing is even grosser then you are normally Ben!"

Ben glared back annoyed, "Really dweeb?! Never mind..." Besides Stan looks awesome!"

"That thing needs a flea collar on it." Gwen said, crossing her arms as Wildmutt growled at that remark back in response as the Vulpimancer continued to sniff and search the area with his new senses as Ben and Gwen debated, "And no eyes? What good is this one? It can't even see."

"Huh, that is kind of odd actually," Ben added on as Gwen then looked at the stick she had used to roast the marshmallow as she grinned slightly.

Carefully spitting on her hands, Gwen slowly grasped the stick as she lined her aim bending down near Wildmutt's back as she prepared to strike.

Wildmutt froze in shock before his gills reacted quickly as inside a thermal heat vision responded that showed Gwen about to strike Wildmutt.

Acting on instinct, Wildmutt howled as he jumped up on the roof of the RV before he gave a toothy smile to Gwen who gasped and fell over on the ground.

WHOOSH! THUNK!

"Okay so maybe it's not a total loser." Gwen muttered in annoyance standing up while Ben praised Wildmutt, "I knew it! Those alien heroes all must be awesome!"

"ROAR!" Wildmutt growled happily before he leapt from the RV roof and landed on all four paws on the ground as Wildmutt then ran over to Ben and licked him in the face gently.

Ben giggled and laughed happily whilst Gwen smelt Wildmutt and muttered, "Two words: Breath mints."

"ROAR!" Wildmutt growled before he moved over to Gwen and kicked some dirt on her face.

Gwen glared feeling fed up with Wildmutt's antics as Ben laughed enjoying himself as the Vulpimancer roared again and ran off into the forest.

Watching on Gwen shouted, "Stan get back here! Stan! I will tell Grandpa!".

Ben quickly ignored her by yelling, "Go on Stan, get out there and have fun!"

"Stan, if you don't get back I will tell Grandpa you turned into some freaky dog creature that went swinging around the forest!" Gwen ranted before she stopped and muttered, "I swear this has just been one freaky day."

"No need to tell me twice." Ben agreed as Wildmutt was heard howling in the forest nearby.

THUNK! WHOOSH!

Wildmutt was swinging through the forest on each of the branches like a monkey as the Vulpimancer enjoyed the feeling and thrill of the rush feeling excited and happy.

BLAM!

Vilgax's probe droids then found Wildmutt swinging as one of the robotic drones aimed its laser at the young Vulpimancer.

BLAM!

Wildmutt quickly dodged the blast as he used his heat vision to carefully swing from one branch to the next before as the probe droids split up.

BLAST! THUNK!

Wildmutt growled as he narrowly dodged another laser that the probe droid was firing at him creating a large cloud of smoke.

However, Wildmutt climbed to the top of a nearby tree and waited in it as the probe droid searched the area looking for Wildmutt because of the nearby smoke clogging its vision.

" _All I have to do it wait for this to get near me. And then I can jump on and crush this Trade Federation Reject!"_ Wildmutt thought as he grinned slightly.

Wildmutt then watched on as the probe droid moved over to the tree he was in before...

"ROAR!", Wildmutt growled before he jumped onto the probe droid and began to hack it to pieces as the thick claws smashed the circuitry apart.

CRUNCH! SPIT!

Wildmutt then grabbed the head of the probe droid and used his strong mouth and teeth to rip the head off as Wildmutt prepared to make the finishing move.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Wildmutt's shoulder pad then flashed bright red beeping loudly.

 _"Oh dear! I'd better finish this now!"_ Wildmutt thought before he quickly jumped off the probe droid as the robot collided into a nearby cliff face.

BOOM! FLASH!

As the drone exploded with Wildmutt landing on the ground, there was a flash of red light as the Vulpimancer slowly transformed back to Stan.

His claws turned back to hands, the orange fur slowly vanishing with Stan's skin and clothing returning along with his posture changing to that of a regular person on two legs instead off all fours as Wildmutt's shoulder pad vanished as well.

The Omnitrix then reappeared on Stan's right arm now bright red instead of green as Wildmutt vanished back into the Omnitrix.

As the green light faded, Stan slowly got up off the ground covered in dirt and leaves before he slowly regained his posture standing up as he brushed his brown glasses and clothing briefly before he froze and smiled happily.

"Man, that was crazy! It seems like each time I turn into an alien I seem to take on their aspects and personalities I guess. Also, I think I know how this watch works now which is good as well, but still that was a success!" Stan finished rambling on before he sighed in relief.

Beep...

Turning around, Stan froze in horror as the last probe droid deployed by Vilgax detected the watch on Stan's right arm and prepared to fire when…

BLAM! CRACK! THUNK!

A stunned Stan watched on as Ben and Gwen both came charging out from the nearby forest with shovels as both siblings began hacking and thrashing the drone in the air until it could take no more damage as it collapsed onto the ground sparking violently.

"Back off Sparky!" Gwen yelled loudly, as Ben shouted, "Yeah, no flying tree trimmer is going to hurt my best friend!"

No longer stunned, Stan walked forward and stated, "Guys! Thanks for the save!"

Smiling slightly, Gwen replied, "No problem, we should go back. Grandpa is looking for you."

Ben rolled his eyes and stated, "Let's go then!"

The small group of kids then quickly ran from the area back to the campsite just as the probe droid finally sparked into flames.

Back inside the Rust Bucket...

Stan sighed in embarrassment as he braced himself for a long talk with Max as he spoke loudly with authority whilst Ben and Gwen watched from the side, "I was worried you would get popular with that thing on your wrist. That is why I warned you not to use it until we know what it is."

As Max finished talking, Stan nodded and replied, "Sorry about disobeying you Max, but it was a combination of sheer curiosity and Ben convincing me to reuse it. But on the bright side, I figured out how to use this watch."

Stan then gestured to his right arm as he began to explain how the watch worked in a long and in-depth ramble, "Right so for this watch to work correctly, you need to press the green button near the dial first. Then once that has been done you can rotate the dial to choose 1 of 10 different alien species that are on the watch. I also found out that the red mode is a recharging mode of some kind."

"Huh what? I don't get it." Ben said in confusion scratching his head.

Sighing, Stan facepalmed and told Ben, "Okay to put it simply, I choose an alien from the dial and I tap down the core okay?"

Ben froze before his eyes widened in surprise as he said, "Oh I get it now."

"What about staying a super cool alien dude instead of turning back to normal?" Gwen questioned Stan who casually replied, "I'm still working on that and I prefer my regular human self-thank you."

"Hmm, well with a device that powerful on you. We'd better help you learn and fast." Max enthusiastically stated to Stan who answered back, "Well that is nice and all, but I want to chill out now and read some comics. I mean nothing else is going down right?"

BEEP!

The nearby radio then sparked with static blaring from it with a man begging for help in a worried radio transmission, "Mayday! Mayday! Somebody help us! We're under attack by some sort of I don't know if you're not going to believe me but, robot and... Oh, sh.."

BLAM!

The radio then cut off violently as an explosion echoed through the radio that also was heard briefly outside as Stan quickly panicked muttering, "Sounds just like the robots that attacked me earlier, they must be looking for the watch! Those people are in danger because of me."

After he finished panicking, Stan frowned and quickly looked at the others in worry before he froze with his blue eyes widening as he remembered a rather famous quote that he read a while ago.

It was: 'With Great Power comes Great Responsibility'.

And Stan knew what he had to do.

He had to use his newly discovered powers to be a hero.

"Guys I need to go and help those people." Stan stated bluntly, as Gwen questioned his actions, "You? What are you going to do about it?"

Stan merely looked at the Omnitrix on his right arm before he smiled confidently and replied, "The right thing."

A couple of minutes later...

The group was now outside the RV and in a small clearing near the main campsite as thick black smoke along with explosions and screams could be heard in the distance.

Stan looked at the others as Max nodded in approval to use the Omnitrix.

Nodding back, Stan activated the green button and scrolled through the silhouettes starting with the dog alien then changing to a ghost-like alien before settling on a humanoid diamond-like alien.

"Hmm, this alien looks useful. Best stand back from this guys." Stan advised the others as the Tennyson trio stepped back away from Stan as tapped down the exposed core quickly transforming once again.

FLASH!

Stan grunted slightly as he felt himself getting thicker and heavier before his vision got brighter before he blacked out again as he then reopened his eyes have changed from blue to yellow in a flash.

On the outside, the watch sank in his wrist as a green diamond-like substance began to grow and cover over his body starting with his arm and lower area before covering his torso, his other arm and finally his face.

As the diamond-covered his face, his eyes reopened to reveal bright golden eyes.

As he grew in size similar to Heatblast, four spike-like diamonds grew out from his back, the lower pair smaller than the upper pair as the clothes he was wearing morphed into a bodysuit of his shirt colours, brown on the right side and white on the left side.

Finally, the watch symbol appeared forming on his upper-lower shoulder covered by a brown patch as the transformation finished.

Stan had become a Petrosapien known as Diamondhead.

As the green light flashed away, Diamondhead looked over his body and at the others before he noticed Ben and asked in a thick deep voice, "So how do I look?"

"Dude, what are you anyway? You still look cool." Ben complimented with Max adding on, "He seems to be made of rock diamond."

"So what can this guy do anyway?" Gwen questioned Diamondhead who clutched his diamond rock hands, "I don't know, but I bet it's going to be very intriguing."

Meanwhile at the main campsite...

BLAM! CRASH! BOOM!

Campsite visitors panicked and screamed for their as Vilgax's giant robot was seen trashing and destroying various tents, motorhomes and more as it caused havoc and mayhem across the site.

As the group arrived on the battle site, feeling sweaty and nervous Diamondhead noticed the giant robot causing havoc before the Petrosapien gritted his teeth in anger.

"That's not good." Ben said loudly, whilst Gwen muttered in shock, "Whoa..."

Frowning, Diamondhead slowly explained, "Looks like the big guy has shown up to finish off what the other ones could not. That thing must be like an Imperial Walker from Star Wars."

Max turned to Diamondhead and asked, "So now what?"

Turning around the Petrosapien explained to the others, "I need you guys to go and clear out the campers from the area, get them to safety if you can. I will go kick this robots metal ass."

The Tennyson trio quickly ran off to help the nearby campers as Diamondhead turned and looked at the robot muttering, "Oh man, I never thought I would have to deal with anything like this in real life. I mean I wanted a good summer, not a giant wrestling match between two freaks in a fight to the death. Ah well... "Time to get to work!"

As Diamondhead sprinted over to the giant robot, he noticed that it was crushing the park ranger in its thick robotic claw. Quickly thinking, He shouted out, "Hey, Looking for me?!"

This caused the giant robot to turn around dropping the park ranger onto the ground as it noticed and scanned Diamondhead before spotting the Omnitrix symbol on his right bicep.

The giant robot stated robotically, "Target acquired. Initiating the main program by lord Vilgax. Secure Device: OMNITRIX at all costs."

The giant robot then slowly opened his left palm as Diamondhead grinned taunting, "That's right! Come on ugly!"

BLAM!

The giant robot then opened its left palm and fired a large red laser at Diamondhead sending him flying back in shock as he crashed into a camper van.

BLAST! BOOM!

Another laser fired from the giant robot collided with camper van as it exploded sending rubble and debris into the air as the robot slowly watched on.

CRACK! SLICE!

Diamondhead grunted as he slowly clambered out of the camper van with his hand turned into a diamond-like blade as the Petrosapien hacked and slashed at the debris before he climbed out of the camper van as he muttered in shock, "Oh I get it now! I can manipulate my body like Diamond, wonder what else I can make with this!"

THWACK!

Diamondhead grunted in pain as the giant robot crash-landed on the Petroapien before he was grabbed and thrown into a nearby tree.

CRASH!

The tree imploded in and collapsed in on itself as branches and leaves scattered all over the ground as Diamondhead groaned from the wreckage as he clambered off the floor mumbling in pain, "Hugh… Man, I hope that the giant robot does not break my body with this form..."

Diamondhead then got back up as he glared annoyed at the giant robot who stomped over and gazed at the Petrosapien as the two stared at each other until...

"ARGHH!" Diamondhead yelled morphing his diamond arms into blades before he charged at the robot aiming for the legs attempting to slice and damage them.

SLICE! CRASH!

Diamondhead attempted to slice the legs attempting to slice and damage the legs of the giant robot; however, the robot ended up jumping into the air using its legs to gain momentum before crashing down on Diamondhead as he grunted in pain and shock yelling out, "Get off me!"

Back with the Tennyson trio, they were assisting various people to get out from the chaos and harm of the fight with some of them in shock watching the fight from afar, whilst some people were looking after children and others were confused such as the park ranger who exclaimed, "What's going on?!"

"Trust me. You wouldn't believe us if we told you", Max stated calmly before he yelled to the park ranger, "Now come on!"

ZIP! CRASH!

Diamondhead braced himself as the giant robot had thrown him above the members of the group narrowly flying above the head of the Park Ranger before Diamondhead crashed into a car again.

THWACK!

Diamondhead ripped the car roof off as the dazed Petrosapien shook his head quickly before he looked and noticed the giant robot slowly stomping over to him as it moved closer and closer.

Glaring in bravery and anger, Diamondhead slowly muttered, "I don't know why I was given this watch and how it ended up with me. But mark my words I will defeat you and save these innocent people!" he finished yelling loudly before he used his diamond swords to slice the roof of the car off.

Diamondhead yelled loudly before he ran jumping out of the wrecked car and running towards the giant robot.

In response, the giant robot began to fire various laser beams at Diamondhead that the Petrosapien saw coming and quickly began to dodge them.

BLAST! BLAM! SWOOSH!

Diamondhead quickly dodged one as a laser blew up a nearby car and ducked as another one narrowly missed his head as a tree fell crashing on the floor nearly hitting him and Gwen who froze in shock and fear until...

CRACK! THWACK! SKIT!

Gwen reopened her eyes only to be greeted by a grinning Diamondhead who had sliced the tree in half by creating a giant diamond spike that formed on his back as it sliced through the tree.

"So does this make us even?" Diamondhead questioned Gwen who replied, "Oh yeah it does."

Diamondhead couldn't help but smile slightly at Gwen who gasped loudly yelling, "Look out!"

GRAB! THUNK!

The giant robot once again grabbed Diamondhead in its thick claw before it charged up its laser.

SLICE! CRASH!

The laser arm of the robot ended up falling to the ground as Diamondhead grinned slightly with a diamond sword in his right hand before he taunted, "Not so tough now are you?"

Enraged by this the giant robot shook slightly as it sparked before it threw Diamondhead into a nearby log cabin building.

CRASH! THWACK!

Diamondhead quickly emerged from the destroyed log cabin as he glared at the giant robot and yelled, "Time to end this for good; give me your best shot tin man!"

The giant robot glared and fired another laser from its wrist determined to finish off the young Petrosapien.

BLAST! BOOM!

However, Diamondhead held up his arms as the laser was reflected off his hands resulting in a beam explosion as the beam fired all over the place igniting more fires and carnage.

The giant robot then focused more energy into the laser beam as the Petrosapien stood his ground thinking bravely, _"_ _Time to finish this once and for all, after all a bit of reflection should win this one for good. If I reflect his beam I should be able to win this!"_

The giant robot then fired one last energy beam from his wrist as Diamondhead held up his arms and held onto the beam as he got pushed into the ground, resulting in a struggle until...

"What goes around must come around! See how you like this techno freak!" Diamondhead yelled as he reflected the energy beam at the giant robot with his hands.

The beam was so fast the robot had no time to react.

CRAKA-BOOM!

The force of the beam impact was so fast it sliced the head of the giant robot off as the beam blasted off into space before gravity took hold.

Creak... CRASH!

The giant robot then tilted over before it crashed onto the ground and exploded into rubble and pieces of debris.

BOOM!

The ground shook briefly from the force of the explosion as a small mushroom cloud of smoke rose up from the decaying ruin of the robot until all went quiet.

Diamondhead slowly retracted his hands back to normal as the Petrosapien stood there tired and sweaty before he muttered happily, "I did it... Holy crap that was awesome..."

The shocked campers then looked on as Diamondhead grinned and laughed happily at the victory he had achieved before he heard, "Alright!"

No longer laughing, Diamondhead turned around and noticed Ben, Gwen and Max shouting happily and cheering him on whilst the other campers looked around in shock.

"Way to go Sta! I mean Diamond headed guy!" Max yelled before he corrected himself in embarrassment before Diamondhead looked over at the group of the people.

"The name's Diamondhead!", The Petrosapien yelled out before continuing, "And anyway, now that my work is done! I must go! Um, farewell citizens."

Diamondhead then ran off into the woods, vanishing quickly and awkwardly whilst Max, Ben and Gwen then sneaked off as well from the ruined campsite with the confused crowd watching on before someone questioned, "So what was all that about then?"

Meanwhile back in space...

The Chimerian Hammer was in near moon orbit, as various drones were making repairs on the ship whilst Vilgax was informed of the scout probes destruction raging angrily at the failure of the mission, "Failure?! Unbelievable! The pathetic Terran being that is keeping the Omnitrix from me will soon hang from my trophy wall!"

Back on Earth...

Diamondhead grunted as he leant against the wall of the Rust Bucket feeling tired and exhausted having managed to get away from the main campsite.

BEEP! BEEP! BEEP! FLASH!

The Omnitrix symbol then began to beep before a bright red flash covered Diamondhead as he felt himself changing back to Stan.

His jumpsuit slowly morphed back to Stan's normal clothes as the diamond-covered skin then vanished with Diamondhead's golden eyes returning to Stan's bright blue eyes.

Finally, Stan shrank back down to his normal size with the watch reappearing on his right arm.

As the green light faded away, Stan yawned as he sat down against the side of the Rust Bucket as the young human gazed up at the night sky.

The moon now seemed to be bigger as the stars seemed brighter as Stan then heard footsteps.

Turning around he saw the Tennyson trio walking up to the Rust Bucket away from the burning campsite looking exhausted.

"Kids are you alright?" Max asked the kids whilst he panted slightly with Ben saying, "Yeah, I am fine. Just feeling tired." as Gwen added on, "Same, I am tired as well." with Stan finishing, "You have no idea how shattered I am."

Catching his breath again Max smiled stating, "Alright, let's go put out the fire and then get some sleep, okay?"

The kids all nodded as everyone got to work packing up the belongings around the campsite with trash being gathered too.

Whilst Stan was gathering up his books and comics on the table, Gwen ended up walking over to him, "Hey do you have a minute?" she asked.

Stan froze before he turned around as his cheeks blushed red sightly as he nervously asked, "What, Um... What is it, Gwen?"

Gwen chuckled at Stan's reaction as she complimented, "Thanks for saving me, Stan. And don't be so nervous, when you're getting thanked okay?"

Stan grinned slightly rubbing the back of his head as his blushing vanished, "You are welcome Gwen. And I can't help it when I get nervous, to be honest."

Gwen then smiled as she walked off carrying her laptop and several other items before Stan gathered his belongings in his backpack as he placed his backpack and began walking towards the Rust Bucket.

Inside as Stan entered, Ben was heard yelling, "I call dibs on the top bunk!" before Gwen shouted back, "No, I do doofus!" as Max intervened, "Benjamin, Gwendolyn, Stop arguing now!"

Ben and Gwen both stopped arguing and apologised, "Sorry Grandpa."

Max sighed and stated, "Look it does not matter who gets what bed okay? Now let's get some sleep okay?"

The next morning...

Ben, Gwen and Max were continuing to pack up any remaining luggage that was located around the campsite as well as cleaning up any more trash leftover from last night as Max then noticed that Stan was missing, "Where did Stan go this morning?"

Gwen frowned and replied, "I haven't seen him since breakfast." with Ben adding on, "Same, Grandpa, wait do you hear that?"

Ben then turned around as Gwen and Max saw a large mysterious dust cloud on the horizon that got bigger and closer until it arrived near the group before stopping as the air was covered in dust.

ZIP! SCREECH!

Once the dust cleared away, a new alien was present.

Stan had become a Kineceleran known as XLR8.

It was a humanoid blue-skinned velociraptor-like alien that had black skin on his arms and legs.

It also had a long prehensile like tail with blue and black stripes waving slightly to the side and three-fingered hands with scissor-like claws.

The most noticeable feature was that instead of feet; the alien had blue wheel-like spheres were present on the bottom of his legs.

A blue and black mask also covered his face that then retraced upwards showcasing off a blue face with bright green eyes with black markings located to the side.

Also, the alien was wearing a jumpsuit that was white in the middle and was also brown on each side of the armour along with the watch symbol being present in the middle of his chest.

Ben froze before questioning, "Stan is that you?"

XLR8 then responded with his voice being light and quick, "Yeah it is me, Ben. Meet XLR8!"

XLR8's mask then retraced back upwards before XLR8 ran off.

ZIP! WHOOSH!

XLR8 quickly grabbed the remaining luggage and zipped to the Rust Bucket before placing them in and stating, "Pretty fast huh?"

BEEP! BEEP! BEEP!

The watch symbol on XLR8's chest then began beeping bright red as a large red flash covered him.

FLASH!

XLR8 quickly morphed back to Stan's normal form as he shrunk down in size with his blue skin vanishing as Stan's brown glasses and clothing reappeared with the Omnitrix forming on his right arm as the right light faded away, revealing Stan back to normal who smiled happily, "I have a feeling this is going to be the best summer ever."

"Absolutely." Max said agreeing as Gwen added on, "It's certainly going to be interesting." with Ben proclaiming, "Yeah! This is going to be so fun!"

"By the way where did you go off to anyway?" Gwen asked Stan with intrigue as Stan giggled and replied, "Oh I just had to take care of a few errands before we got the vacation rolling..."

Meanwhile in Bellwood...

Cash and J.T. were confused. How had they ended up in their underwear in the tree as Cash asked, "Dude how did we get up here?!"

"I'm not sure!" J.T. responded, "It all happened so fast..."

Cash rolled his eyes before he began to call out for help, "Hey somebody! Anybody! A little help here please!"

However, no one seemingly offered to help them considering the reputation they previously had as cars continued to drive by on the road.

 **Authors note: Thanks for reading Chapter 1.**

 **I'm looking forward to continuing to rewrite these new and improved chapters as you people are to read it!**


	2. Chapter 2: Washington BC

**Disclaimer: This is a non-profit fan fiction made by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Authors note: Welcome back to Chapter 2!**

 **Like Chapter 1, the major update was overhauling it to have a more linear first-person and third-person narrative whilst fixing dozens of spelling mistakes and bugs whilst expanding the world even more.**

 **Remember to Read and Review!** **  
**

Italics: _Thinking._

Previously on Stan 10: Stan Hopkins had left school with his best friend Ben Tennyson and had begun a summer road trip with Ben's cousin Gwen Tennyson and their Grandfather Max Tennyson.

Whilst they were staying at a campsite, an unknown alien watch in a probe fell from the sky and crash-landed on Earth clamping itself to the wrist of Stan once he discovered it in a clearing.

He later discovered through a series of unique and amazing events, he could transform into a variety of 10 different alien species with their unique powers and abilities.

Now having left the campsite, the group journey onwards to Washington D.C. where the next major adventure will soon begin involving a crazy mad scientist...

Chapter 2: 'Washington B.C.'

It had been several hours since the group had left the campsite.

Currently, the group was heading North East to Washington D.C. with The Rust Bucket driving down Interstate 495 to enter the city.

The sun was also beginning to lower down over the horizon as the nearly white full moon began to appear in the night sky with the white light from the celestial body blinding the area over the bustling megacity where people and cars drove by.

Inside the Rust Bucket, the group was relaxing and chilling out as Max drove the RV off the highway and down the main street into the city.

Ben was looking at and organizing his collection of Sumo Slammer cards on the table whilst Gwen was on her laptop browsing out the latest in fashion blogs and information.

Meanwhile, Stan was chilling out and relaxing in the front seat next to Max reading a copy of the famous Mad Love novel from Batman as he focused and analyzed all the details.

"Ah life does not get any better than this, reading my comics, all is peaceful..." Stan praised happily as he looked at a comic panel where The Joker was confronting Batman on a train about their rivalry as Stan could not help but imagine the fight in his head only for Max to ask, "Anyone fancy some classical music?"

Max's statement caused Stan to stop thinking as he sighed and looked at Max just as Ben stated, "Erm... No thanks."

However, Gwen disagreed replying with, "Hmm... Sure." Max smiled in response before turning to Stan, "Stan, what do you think?"

Not feeling interested in the discussion, Stan stated bluntly, "I don't mind Max."

Stan then went back to reading his comic book before Max shrugged and turned on the radio as a breaking news bulletin played from it catching everyone's attention in the room.

"We interrupt this programming to give you some breaking news! A large fire is causing chaos in an apartment block that was started by some thieves who have robbed a jewellery store! Police are appealing for any witnesses...

As the radio droned on, Max turned it off as he muttered, "That does not sound good."

Quickly thinking, Stan placed his comic book below him before he muttered, "Relax, I'm on it."

Ten mins later...

The apartment building was burning as a massive plume of fire and smoke raged from the building as the structure slowly burned and fell apart.

Outside the fire, crews attempted to hose down the building with fire hoses that sprayed large amounts of water at the building to stop the fire from spreading and getting worse.

A large crowd had also gathered outside the building watching in shock with the police struggling to keep the crowd away whilst hospital medics were treating the injured to the side healing burn wounds.

"Step back folks, nothing to see here." a New York police officer informed people as a man tried to push through stating, "Please do something! My wife and son are trapped in there!"

The police officer calmly replied, "Sir, I need you to step back and allow us…"

As the police officers, firemen and medics tried to handle and contain the situation, no one noticed a medium-sized humanoid fire alien sneak into the burning building via the side entrance.

Inside the trapped building, a young son and her mother were trapped as the inferno seemingly got worse as the child cried out weeping, "Mommy, I'm scared!"

"Don't worry, it's okay, mommy's here for you." The mother stated hugging as she tried to confront her son.

CRASH! BURN!

More debris and rubble fell as a wooden plank then broke and plummeted down as the mother and child hugged each other in fear waiting for the end.

But it never came.

KA-THUNK!

Confused, the mother and child opened their eyes and saw Heatblast holding the wooden plank in all his molten glory as the Pyronite grunted and hauled the wooden plank to the side of the burning building.

Shocked and worried, the mother asked Heatblast, "Who are you?" as the Pyronite looked back replying, "My name is Heatblast and I'm here to help, So let's get moving."

Heatblast then turned around before he rubbed his hands together and began sucking in the heat of the flames as the heat of the fire was reduced significantly as the room was now clear of major flames.

Heatblast smiled at his work before he indicated with his hands, "This way, the exit is down here."

Heatblast then carefully led the mother and child down the hallway and near a staircase just as it collapsed.

CRASH! THWACK!

After the staircase collapsed the flames intensified significantly with Heatblast muttering, "Okay... I think it's time for Plan B."

Heatblast then led the mother and child back into another room only for the room to be a dead end with a singular window that was broken as Heatblast said, "Uh, on second thought, maybe not."

Feeling hopeless the mother began comforting her child both struggling to deal with the nightmare as Heatblast continued to look around as the Pyronite saw the window.

Smirking Heatblast prepared his hands before he fired a heat ray from them that shattered the window into pieces and damaged the wall.

CRASH!

Shocked the mother and child watched on before Heatblast raised his hand and slammed down the remains of the wall creating a large hole in it.

BLAST!

The shock of the explosion saw the outside of the wall imploded as the crowd and everyone else watching saw Heatblast with the mother and child as the father reacted more yelling, "Holy crap! My wife and son are up there!"

The father attempted to push through the crowd more which triggered a chain reaction where every else attempted to push through the crowd.

As the police struggled to maintain control of the restless crowd, Heatblast turned around and looked at the mother and child before he asked calmly, "Do you two trust me? I need you to hold onto me whilst I get us out of here."

There was silence as the mother and son looked at each other and Heatblast before the mother said, "I trust you."

Heatblast smiled happily before he gently grabbed hold of the two as the mother held onto her child tightly as large vicious flames surrounded Heatblast until...

BLAM! THWOOSH!

A large fire tornado formed around the three as Heatblast then manipulated the tornado upwards and out of the building before it landed on the outside ground moments later having travelled out the hole.

SWOOSH!

Outside the crowd watched as a fire tornado landed on the ground outside as the fire tornado dissipated as Heatblast gently let go of the mother and child as they were alive and unhurt as the crowd watched on before the husband noticed his family as he cried in happiness.

"Daddy!" The child shouted happily as the police officers allowed the family to reunite together as Heatblast watched on happily, "Well, looks my work is done, it was nice to WOAH!"

Heatblast quickly moved over to the reunited family as Heatblast asked, "Hey kid! Where did you get that card?!"

Confused the child looked down a saw a golden sumo slammer card in his pocketed before replying, "Uh Wal-Mart?"

"No, I meant where," Heatblast said rubbing his head with the child replies, "Well you can..."

However, the father then hushed the child and the mother away with the family slowly walking off as Heatblast sighed feeling disappointed as the Pyronite slowly walked away from the burning fire thinking gloomily, _"A bit of respect or a reward would be nice..."_

SKID! BEEP!

Heatblast then noticed the Rust Bucket pulling up near the side of the building as Gwen popped her head out the side window explaining, "Hey super doofus! Did you forget? The fire was just a diversion to cover up a jewellery store robbery! The bad guys are getting away!"

Sighing, Heatblast responded with, "Oh yeah, I knew that... I uh forgot..."

Gwen facepalmed in annoyance as Ben laughed from the side window before Heatblast blushed in embarrassment as the Pyronite walked up to the RV and entered the vehicle before the Rust Bucket speeded off after the robbers.

Meanwhile at an intersection in the city...

SWOOSH! RUSH!

A car quickly sped by with no regard for safety as inside the vehicle, two robbers cackled and laughed at the hoard of riches and jewellery that had been stolen as the third robber focused on driving the vehicle away from the centre of the city as three police cars chased after the robbers.

ZIP! HONK!

The robber's car then rushed through a medium-sized traffic junction narrowly missing an oncoming truck which skidded to the side as the driver panicked inside yelling, "Jesus! Get out of the way!"

SKID!

Struggling to control the truck, the driver ended up skidding onto the pavement as several pedestrians narrowly managed to dodge the truck before it crashed into a nearby fire hydrant.

CRASH! SPLOSH!

The collision with the hydrant caused water to leak and soak out of it whilst the engine of the truck crumpled in and became a mangled mess as the police cars continued to chase after the robbers while pedestrians ran over to assist the truck driver.

As the Rust Bucket drove by the carnage, Heatblast watched from the side window as the Pyronite witnessed the devastation that the robbers were leaving behind not noticing that seat covering below him started to smoke.

Hiss...

A hot smell covered the Rust Bucket as Max smelled the burning seat cover before he turned around and noticed Heatblast who sighed in annoyance due to his hot molten skin burning the seat cover.

"I knew I should have bought those asbestos seat covers when I had the chance." Max deadpanned, whilst Heatblast apologised, "Sorry Max, I can't help it, this guy is really hot."

PHWOOSH!

Ben and Gwen then blasted the seat with fire extinguishers to sizzle out the flames as the foamy substance sprayed the seat before Heatblast reignited it with Gwen sarcastically replying, "Ten superheroes on that stupid watch and you pick the one with the flaming butt?"

"Hey, Heatblast is all I have to deal with fire okay?" Heatblast replied defending himself before Ben added, "Jealous are you, Gwen?"

PHWOOSH!

Gwen sprayed the seat annoyed as she denied being jealous before the Rust Bucket then skidded around a corner with Heatblast moving to the window before leaning out of it.

"A well-aimed fireball at the wheel should disable the car. I need to be careful though." Heatblast muttered before he focused his hands and carefully formed a fireball.

BLAST!

Heatblast flicked his hands as the fireball blasted from the Rust Bucket before it crashed onto the wheel of the car.

WHOOSH! BLAZE! SCREECH! CRASH!

The robbers panicked as the driver struggled to control the car as the wheel fell apart before the car rolled on its side numerous times with the vehicle flipping over before it crashed into some bins and a nearby brick wall.

Inside the robbers were dazed and injured as they struggled to move.

Heatblast smirked, before yelling, "Yes! He shoots, he wins and he scores!"

As the Rust Bucket parked up nearby, Heatblast exited the RV and ran over to the destroyed car as the Pyronite placed his hand on the door handle of the wrecked car.

CRACK!

Heatblast then ripped the car door as it skidded to the side before yelling, "Unless you lot want a permanent sunburn, hands against the wall now!"

With no other choice, the three robbers reluctantly exited the car one by one before they slowly moved to the wall as Heatblast watched on not noticing that the watch symbol on his chest beeping red.

BEEP! BEEP! BEEP!

"You guys picked the wrong day to be bad..." Heatblast muttered in annoyance at the crooks not noticing the beeping until...

FLASH!

A large flash of bright red light covered Heatblast as the Pyronite slowly morphed back to Stan as the timeout reversed with the red light fading away revealing Stan who said, "Guys", before freezing in horror and whispering, "Uh Oh..."

Confused, the robbers slowly turned around and noticed Stan who gulped in fear as the lead robber declared, "It's just a stupid kid! Get the jewels!"

Terrified, Stan slowly moved back against the wall looking nervous, the three robbers moved to the back seat of the wrecked car and began to acquire the jewels as the sound of cop cars was heard.

SCREECH!

Six police cars and a SWAT Van then arrived on the scene as the various police forces mobilized out of the vehicle and formed a large ring around the robbers as the police commander yelled via a megaphone, "Freeze! You are surrounded and have nowhere to go, Place your hands on your head and lean down on the ground or we will open fire on you. This is your only chance to comply!"

With no choice left, the robbers reluctantly surrendered as six police officers slowly moved onwards and arrested the robbers whilst Stan looked onwards from the wall and moved near the officers saying confidently, "They're all your's now officers, now I know you want to thank me and all that..."

"Step aside, kid, this is not playtime." The police commander stated bluntly as the robbers were hauled into a police van as Stan protested, "Playtime?! But I'm the one that caught them! What?!"

The police officers ignored Stan as the last police car left the area just as the Tennyson trio arrived and noticed Stan angrily ranting, "It's not fair! I want some respect and a reward for saving people! For putting in hard work!"

Stan sighed heavily before Max gently placed his hands on Stan's shoulders and comforted him as Gwen stated bluntly, "Sheesh calm down Mr Hero!"

Even Ben agreed as he replied to Stan, "Um, dude chill."

"I know Stan, but it's not just for your safety, it's for your family as well," Max explained gently to Stan.

Stan slowly calmed down before looking at the others and apologising, "Sorry for my outburst, I just wish I could reveal what I do you know?"

"As I said earlier, it's not just for your safety, but your family as well." Max stated confidently before ordering, "Now come on kids, we have a long day ahead of us tomorrow."

Max and the kids then went back to the Rust Bucket before Max drove the RV away from the area.

Thirty mins later...

Stan struggled to sleep as Ben's loud snoring distracted him before Stan groaned and turned his head away from Ben before he slowly thought in his head, " _I just wish I could get a decent reward for risking my life... Heck, even Batman gets a decent reward now and then._ "

No longer thinking Stan slowly closed his bright blue eyes and fell to sleep snoozing quietly.

As the city of Washington fell asleep following the chaotic events of last night, the evening stars and the moon slowly faded as the bright orange sun and the vibrant blue sky rose up to replace it several hours later.

Meanwhile at an apartment complex in downtown D.C...

A bald man wearing a brown suit and tie grunted in annoyance as he knocked outside an old wooden door that had a rusty a name tag with "Dr Animo" being written on it.

The landlord grunted as he muttered, "Animo! I know you're in there! Open up!"

As no response came from the door, the landlord grunted before he took out a wooden key and opened the door which slowly creaked open.

Creak...

The landlord slowly entered the apartment building before he closed the door and began looking around the room in shock and awe.

Dozens of cages and zoo exhibits were filled with various animal species as reptiles, birds and mammals squeaked and roared in the room whilst the landlord walked further into the room smelling the air and muttered, "Damn, Smells like a zoo in here."

As the landlord proceeded deeper into the room, a shadow then slowly appeared behind the landlord before he turned around looking startled as a bullfrog leapt from out of a log near one of the cages.

RIBBIT!

Startled the landlord stepped back only to bump into the humanoid shadow as the landlord turned around.

"Argh!" Yelled the panicking landlord as stepped back in fear before the shadow stepped into the light revealing a sickly looking man.

He is known as Dr Animo and he is a geneticist fascinated by animals and science.

Dr Animo is a man who is in his late 40s to early 50s.

He has ultra-pale almost green frog-like skin suggesting he has not been outside for a significant period of time.

He has messy thick white hair done up in a ponytail along with dark brown eyes full of creepiness, along with rotten crooked teeth like Mr Hyde.

His clothing consists of a dirty blue shirt with a brown vest, orange pants along with thick black gloves and boots that seem to be covered in mud and dust.

"How did you get in?!" Dr Animo demanded with his voice being thick and gravely.

"Past key." the landlord said before he pocketed the key and carrying on, "Oh come now Animo, I am still your landlord remember? Probably not since you have not your rent is six months past due."

"All of my funds go into my research." Dr Animo explained before yelling, "Now get out! You're disturbing me."

Dr Animo then turned around back and smiled observing his collection of animals as the landlord ranted, "Looks like you were long disturbed before I even got here pal. Listen if you don't pay the money for the rent bill then you and your furry friends are out of here on the high streets unless you pony up the green, Understand?"

Dr Animo smirked slightly muttering as he opened up the cage, "Pony up... An interesting choice of phrases." He finished off having placed the bullfrog onto a nearby table and continuing, "Ironic it must be for you, to be an animal lover, Well, then you will love this."

The stunned landlord then watched as Animo placed some kind of helmet that appeared to be jury-rigged together with a pasta strainer and other parts of different man-made inventions.

The helmet had two large antennae protrusions from it along with a strap at the bottom of the helmet.

Dr Animo finished off by placing some kind of strap over his brown vest with a large bright red dial that connected the helmet to the chest.

The landlord froze before he exploded in laughter at what Animo was wearing as he giggled, "What's that? You're a member of the ass or moose lodge or something?"

Dr Animo merely grinned darkly before placing he placed his hands on his hip and began explaining, "This is my Transmodulator. For example, Phase Number One: It creates and accelerates mutations at the genetic level. Observe."

Dr Animo smirked slightly before he used his left hand to turn the dial on his chest clockwise as the machine's power increased with red sparks glitching and sparking from the top of the Transmodulator until...

ZAP! BLAST!

A large red beam of energy blasted from the Transmoudlator's helmet that blasted the bullfrog on the table as the animal croaked in pain shaking violently.

Right before Animo's gleeful eyes and the shocked ones of the landlord, The frog steadily grew in size grunting and groaning until it became a giant mutant animal as the table it sat on collapsed due to its large weight.

CRASH!

"You see now imbecile?" Dr Animo declared darkly smiling at his triumph whilst the landlord muttered in fear, "Holy shit!"

The frog was now ten times its normal size and posed four giant red eyes that scanned the room It also had large and numerous orange growths all over the body along with large crests on the head and two horns were also present making it look like a literal bullfrog.

Dr Animo smirked at the landlord before commanding the bullfrog, "Pet, attack."

THWACK!

The bullfrog growled in response before it fired out a massive thick red tongue towards the landlord who screamed in response, "GOD ANIMO! YOU'RE FU..."

SWALLOW!

The landlord howled in pain and agony as the last thing he saw was Dr Animo smirking cruelly before the bullfrog swallowed him whole.

CHOMP! CRUNCH!

The bullfrog then chomped down on the landlord as his screams echoed on the inside of the giant frog's mouth as Dr Animo laughed darkly enjoying his revenge declaring, "I'm sorry; I can't seem to hear you. Sounds like you have a frog in your throat, or is that the other way around!?"

Dr Animo's laughs then intensified as the bullfrog stopped moving his mouth before it gulped slightly and threw up.

BURP!

The bullfrog then coughed as gross green saliva was spat onto the wooden floor along with the landlord's brown coat and tie before the bullfrog closed it's the mouth and licked its lips hungrily.

Dr Animo had just committed murder.

The worst part?

He didn't care.

Dr Animo then finished laughing manically before he composed himself as the mad geneticist looked around his apartment before he moved over to a nearby table and began rummaging through various tools and junk before he found an old photo muttering, "So close to having what is rightfully mine. All I need is a few lousy components to finish my work!"

An old rusty TV then blared out an advert stating, "So whatever you need from hairspray to state-of-the-art electronics, you'll find under one roof at the grand opening of the district's newest Mega Mart!"

Dr Animo smirked and turned around and said, "Ah, just what the doctor ordered..."

The mad geneticist then acquired an old brown bag before he began to look around his apartment...

Meanwhile at the Mega Mart...

The Rust Bucket was parked outside in the car park as Stan and the Tennyson trio exited the RV before Max went off to acquire a shopping cart as Ben and Stan talked to each other.

"Hey, Ben do you think that maybe we could get some good stuff here?" Stan questioned Ben who responded with, "Yeah we can get some good stuff here. Me? I am looking for that one of a kind rare golden sumo slammer card."

"Same, I am looking for one as well since they are rather a nice collector's items, I have one of each card in my backpack currently."

As Ben and Stan finished talking, the group enter the main entrance of the Mega Mart as the shopping spree began.

Fifteen mins later...

Max was pushing the shopping trolley with Gwen as both talked to each other whilst Ben looked around eagerly as Stan sulked behind feeling bored.

 _"Man, I'm bored... I wish something interesting would happen..."_ Stan pondered before he noticed Ben running down a cereal aisle as he thought again, " _Wonder what Ben is up to..."_

Stan slowly walked away from Max and Gwen as he proceeded down the cereal aisle and watched Ben holding a pack of Sumo Slammers Snack cereal as Ben read the box mischievously, "Free inside, Sumo Slammer Cards... Cool!"

"Hey Ben, what have you got there?" Stan inquired Ben having arrived near him as Ben replied, "Hey Stan, you would not mind doing me a favour now would you?"

Frowning slightly in concern Stan crossed his arms and asked, "Now what is this favour and why would I do it?"

"If you do this favour for me, I will let you borrow my Game Boy for a while," Ben suggested eagerly as Stan mused, "Tempting... But I will need something else as well."

Ben slowly paused thinking before he added, "You could get your own golden sumo slammer card like me. Plus I could get you some new comics as well, Deal?"

Stan smiled in response now fully convinced as he said, "Deal, now stand back, Ben."

Ben nodded and moved back as he watched Stan press the green button on the Omnitrix.

BEEP!

The dial popped up and slowly changed to an X shape as a new hologram of a small humanoid frog-like alien appeared on the faceplate.

"This guy looks useful," Stan muttered before he carefully pressed down the exposed glowing core as a flash of green light covered him.

FLASH!

The light from the transformation caused Ben to close his eyes as Stan felt himself getting smarter and smarter with his brain filling up with more knowledge as Stan smiled slightly before his blue eyes closed blacking out like usual as they then morphed into a pair of large yellowish-green frog-like eyes with rectangular pupils when they reopened.

On the outside, Stan felt his skin turn bright grey as his hands and feet morphed forming smaller webbed frog-like hands and feet.

The watch symbol then appeared on his back with his clothing morphing into a jumpsuit that was white whilst a thin vertical brown stripe was going down the jumpsuit along with being brown on the feet and hands area.

Finally, his hair vanished as a black stripe went over in between his green eyes as he shrank down to four inches tall as the green light flashed away.

Stan had become a Galvan known as Grey Matter.

Once the green light flashed away, Grey Matter then looked upwards at Ben on the floor as Ben looked around confused.

"Um, I'm down here." Grey Matter stated with a high pitched smart voice before Ben spotted him on the floor.

"Woah, how small are you?!" Ben inquired as he leant down and gently used his hand to pick up Grey Matter as the Galvan stated, "I'm the smallest alien on the watch. But don't worry, Ben. Grey Matter is more than capable of getting the card you need."

Ben smiled happily and grinned saying, "Right let's get started then."

Carefully looking around Ben grabbed hold of a nearby cereal box and quietly placed Grey Matt in it as the Galvan then began to look around inside the cereal box for the golden sumo slammer card that they both wanted.

At the same time...

Back with Gwen and Max, Max was looking over at can of octopus as he complained, "Only canned octopus? I thought this store prided itself on a wide selection."

Gwen looked on in horror before pleading, "Uh Grandpa? No offence, but can we please, please, please have a normal dinner Just once on this vacation? One that doesn't involve stir-fried tentacles?"

FLASH!

Gwen's eyes widened after she heard the familiar flash of green light from a nearby cereal aisle before the sound of various boxes being thrown around occurred before she muttered in rage, "BEN!"

Gwen then quickly ran off to the cereal aisle and gasped in shock when she saw the mess that had occurred.

Cereal boxes were laid on the floor and the shelves seemingly in ruin as more cereal was also covering the whole floor as Gwen then noticed and glared at Ben who was holding a box as it was shaking inside.

"What card is it?" Ben asked Grey Matter who replied inside the box, "It's another red one, Ben."

"BEN! What were you thinking?!" Gwen yelled in shock and rage before Ben muttered, "Oh man, What are you doing here dweeb?!"

"Uh, Oh. Okay, Gwen, we can explain okay?!" Grey Matter panicked inside the cereal box as Gwen grabbed the cereal box.

SWIP!

The next thing Grey Matter saw was that Gwen was gripping onto him tightly as the Galvan gulped near with Gwen angrily stating, "What are you two even doing?!"

Ben froze quietly as he murmured nervously, "Um…."

"Ben bribed me to look for a golden sumo slammer card." Grey Matter then admitted cheekily as Gwen muttered sadly, "Stan! Why would you even... *Gasp.*"

Confused, Grey Matter turned around and briefly saw a store employee who had arrived wearing a name tag that said, Regis.

Ben gulped panicking in fear whilst Gwen hid the Galvan behind her back as Grey Matter shook frightened at being discovered as Regis asked, "Just what do you think you are doing children?"

"It was not me! It was my cousin!" Gwen blurted out loudly before Ben fired back, "What?! Yeah right!"

"Well no matter who it was, somebody is going to have to pay for all this!" Regis shouted out annoyed at the squabbling children as they finally stopped arguing.

Gwen groaned in frustration as Ben laughed slightly as Regis took out a radio and began to speak in it.

Ten mins later...

A now back to normal Stan sighed unhappily with his head hung in shame and sadness as Ben groaned feeling disappointed with his hands shrugged in his pockets, whilst Gwen was looking exceptionally embarrassed as Max pushed the shopping trolley which was now nearly filled with cereal.

Confused, Max looked at the pile of cereal before asking, "So why are we buying all this cereal?"

Stan looked up and was about to reply when...

"Well, we would've only had to buy the one we found the Gold Sumo Slammer Card in if Gwen didn't but in with her big butt!" Ben yelled carelessly as Gwen glared at Ben enraged as she retailed with, "Hello! You and Stan were trashing the whole cereal aisle just to find some stupid piece of cardboard!"

Before things got worse, Stan stated sadly, "Hey uh guys, I think I need some alone time, I will be checking out the games area."

Stan slowly walked off from the area before Gwen frowned and asked Max, "Hey Grandpa, Is it okay if I checked on Stan?"

Max smiled and replied, "Go on ahead, Gwen, I'll keep an eye on Ben."

Gwen smiled and quickly followed Stan before Max turned his head and noticed Ben staring at more sumo slammer cards on a glass stand with his face pressed against the glass as he muttered, "Wow, the complete set of Sumo Slammer cards!"

"Hey Ben, do you want to check out the pet department?" Max asked Ben who shrugged and replied, "Sure Grandpa."

Whilst Ben and Max went off to the pet department, Stan sighed sadly as he walked over to the electronics department as other people were shopping and looking around. He then sat down on a nearby bench feeling glum and unhappy with the Omnitrix now a bright red colour.

 _"Why did I agree to help Ben find that blasted card of his? I mean all I want is some kind of respect and reward for helping others... But now I just had to go and screw up again..."_ Stan gloomily thought before he looked up and noticed Gwen.

"Gwen?" Stan muttered in shock as she then sat down on the bench near him.

"Hey, are you all right?" Gwen asked concerned as Stan muttered grimly, "Gwen, I feel guilty for my actions, I mean ever since I got this watch, I have been struggling."

There was silence before Gwen calmly stated with a caring tone, "Hey, its okay Stan. We all make mistakes, I am not perfect too."

"How are you not perfect Gwen? You seem very well organized if you ask me." Stan replied confused before Gwen said, "Well I can be very snarky at times."

Stan froze before he rolled his eyes and stated, "Oh yeah that." as Gwen smiled and said, "You see? We all have our flaws. But that does not make you a bad person."

Stan could not help but smile back as he and Gwen stood up from the bench with Stan saying happily, "Thanks for the help, Gwen, you are a good person. I am glad to have met you as a friend."

Gwen smiled back blushing slightly on her cheeks as she replied, "Yeah, good friends okay?"

Stan then decided to move out his right hand to shake Gwen's hand as Gwen smiled and shook it back in response.

Rumble...

Nearby on the wall, the various electronic TV's began to shake slightly as Stan and Gwen watched on as the Tv's began to collapse and fall of the wall.

CRASH! CRACK! SMACK! Rumble...

Stan and Gwen quickly stepped back as the shelves on the wall began to collapse and fall as well with a large pile of dust and smoke occurring until...

RUMBLE! KA-CRASH!

The wall finally cracked and imploded as Stan tackled Gwen before they both landed on the floor narrowly avoiding the debris as the wall collapsed.

THUMP!

Dr Animo's giant bullfrog then hopped in through the destroyed wall as the mad doctor smirked and slowly jumped off the giant animal.

Animo who was now wearing bright red goggles and had removed his brown vest slowly looked around the electronic objects as he took out a brown shopping bag and tossed in some computer chips in the bag from a nearby shelf.

" _Woah... Am I seeing this?!"_ Stan thought in shock as Gwen yelled, "Hey! What do you think you are doing?!"

Confused Dr Animo turned around as Stan and Gwen were glaring at the mad geneticist as Dr Animo looked at the kids annoyed before he waved his hand to the bullfrog.

SPLAT!

The bullfrog obeyed it's master and fired its large tongue at Stan and Gwen as the two kids quickly and frantically side steeped avoiding the near-collision with the tongue.

CRACK! CRASH!

The tongue smashed into a stack of wooden boxes before the large stack caved in on the kids as Dr Animo smirked enjoying the carnage he was causing.

THWACK! PUSH!

Shortly after, Stan and Gwen pushed off the stack of boxes feeling dazed and shocked as Dr Animo laughed, "Don't be hero's kids, just run along and play!"

Animo cackled slightly before he finished laughing and moved back to his giant bullfrog as Stan and Gwen finished clambering out of the box pile.

Stan then glared at the recharging Omnitrix before he muttered, "You are so lucky that I can't go hero..."

"Maybe if you weren't so obsessed with that trading card, you could stop him," Gwen responded as Stan rolled his eyes saying, "Yeah, I get it okay?!"

Stan and Gwen then noticed two security guards arriving as Dr Animo clambered upwards on his giant bullfrog with the security guard ordered, "Get down off that... giant... frog and put your hands up!"

Dr Animo ignored him before the giant bullfrog jumped off in the distance.

THUMP! THUMP!

Panicking another of the security guards quickly grabbed a radio and commanded into it, "Uh, we got a grab-and-dash in electronics. Male, 5'6', riding an on a giant, uh, frog or toad. Trust me you can't miss him."

"Strange day isn't it?" Stan asked the security guards before he ran off after Dr Animo as Gwen ran with him as well.

Meanwhile in the pet department...

Max frowned slightly as he observed the shopping list he had written whilst a curious Ben was looking at a hamster in its cage.

THUMP!

Confused, Max and Ben looked back and saw Dr Animo's mutant frog leaping over a nearby shelf before he cackled and activated his Transmodulator by pressing the dial on his chest.

ZAP! ZAP!

Two large red laser beams were zapped from the helmet he was wearing as the red beams zapped over to two animals a hamster and a parrot.

ROWL! GRR! HAWK!

The animals then slowly began to mutate and increase in size as Animo smirked whilst Ben and Max stepped back as Max protectively guarded Ben.

The hamster grew bigger and bigger to the size of the mutant frog.

It also gained eight red eyes like a black widow spider and its fur grew dark as well as it ripped out of the cage growling and snarling.

The parrot also got bigger to the size of a large bird before its eyes changed to bright red and it grew to the same size as the other mutated animals along with darker fur appearing as it broke out of its cage and took to the skies hawking crazily.

"What kind of pet food are they selling around here?" Ben asked as the animals finished transforming.

Stan and Gwen rushed then rushed up behind a corner and moved over to Ben and Max as the group watched on as the giant animals migrated near Dr Animo who gloated madly, "Behold the genius of Dr Animo. Nothing can stop me from getting what I deserve, mark my words. Today I make history or rather pre-history!"

Stan glared at Dr Animo feeling angry at his actions before he yelled out, "Why are you doing this?!"

Dr Animo then noticed Stan and responded with, "I am getting what is rightfully my brat!"

Dr Animo then gestured his hands towards the giant hamster to attack them.

"ROAR!" The giant hamster yelled before it charged towards the group as Max shouted, "Everyone, scatter now!"

Thinking quickly, the group split off into different directions as the giant hamster began chasing after Stan.

"Why me?!" Stan yelled in annoyance as the giant hamster chased after him down a shopping aisle as Stan noticed a nearby shelf full of pickle jars.

Stan then ran near the shelf and saw the hamster charging towards it as Stan screamed and narrowly jumped away from the hamster before it collided with the nearby shelf.

SMASH! CRACK!

The impact caused the pickle jars to fall onto the giant hamster as it roared enraged covered in pickle juice before Stan noticed and laughed sputtering out, "Ha! Take that you overgrown hairball."

Stan continued to run off as the hamster emerged from the broken shelf knocking away the spilt contents onto the floor.

A min later...

Stan froze in silence hiding behind a large pile of stacked tin cans before he looked around the corner and watched as the giant hamster slowly approached growling hungrily.

Stan gulped before he ducked behind the pile of cans as giant hamster slowly moved its head forward.

Drip... Grrr... Sniff...

The giant hamster growled hungrily as slime dripped from its mouth and slobbered on the floor before it sniffed the area.

"Please go away..." Stan murmured worriedly until...

CRASH!

Something crashed in the distance as Gwen screamed out, "ARGH!"

This caught the attention of the giant hamster which roared back in response and headed off in the opposite direction.

Noticing it was clear, Stan slowly peeked his head around the corner and sighed in relief briefly as the hamster walked away.

Standing upright Stan then slowly walked down the store as he looked at the mayhem and destruction the giant animals had caused within the store as large roars and the sound of people panicking echoed throughout the store randomly.

"Great, The watch is still dead. What can I do to stop this giant furball?" Stan wondered as he noticed the Omnitrix was still recharging.

Looking around carefully, Stan smiled as he spotted a sports display muttering, 'Actually, I might not need the watch after all..."

Stan quickly moved over to the sports display which consisted off, A bright white electronic scooter and a bright black helmet along there were some footballs in a sports bag.

Moving over Stan slowly clipped the helmet on his head before he wrapped the sports bag around his waist and clambered onto the scooter as he muttered, " Alright, let's hope that this works correctly."

Stan then cleaned his glasses and adjusted his vision before his hands to the handles and activated the engine of the scooter

Rev... REEV!

The scooter shook slightly as Stan smiled before he drove away from the sports display and followed the trail of destruction the giant hamster left behind in its wake.

At the same time, the giant hamster had corned the Tennyson trio as the three were pressed back against the shelf whilst the giant hamster grinned ferally licking its lips hungrily as the Tennyson trio watched on in horror and shock.

"Hey, Dweeb." Ben muttered to Gwen who replied with, "Yeah Doofus?"

"Nice knowing you," Ben stated sadly as he closed his eyes as the giant hamster prepared to devour them whole.

BOING! THWACK!

A medium-sized soccer ball slammed into the head of the giant hamster as the rodent turned around and noticed Stan on the scooter.

"Hey ugly! Looking for me?!" Stan yelled cockily as he revved the scooter at the same time.

"ROAR!" The giant hamster growled madly before it left the Tennyson trio behind and chased after Stan who turned on the scooter and drove away.

REEV! RUSH! THUMP!

Stan gritted his teeth as he drove the scooter down a large shopping isle whilst various people quickly dodged and jumped to the side narrowly missing the scooter and the giant hamster as it continued to chase him.

Turning his head around briefly, Stan frowned as he tried to think of a plan, " _Okay I should have maybe thought this one out better. Wait a minute..."_ he finished thinking as he noticed two shelves in the aisle that was lined up next to each other.

Smiling at the brilliance of his idea, Stan taunted the hamster again yelling, "Yo! Furball, this way!"

"ROAR!" The giant hamster roared back in response as Stan then spotted a nearby ramp before he drove over to it.

WHOOSH!

The scooter drove upwards onto the ramp before it flew off and landed on the top of the shelf.

THUNK!

Now balancing on the aisle shelf above, Stan briefly noticed the giant hamster chasing below him near the side, he then flashed his focus back ahead before he noticed another shelf on the right side.

Bracing himself, Stan smirked and shouted out, "Alright, here goes... Allons-Y!"

Stan then pushed the scooter to its limit as the engine spluttered violently before Stan swerved right and drove the scooter above the floor below.

THWOOSH!

Right as the giant hamster jumped upwards and snapped it's giant toothy jaws narrowly missing the bottom of the scooter.

THWOOSH! THUNK!

"Ruur?" The hamster muttered in confusion before it realized what it had done before gravity took hold.

CRASH! KA-SLAM!

"RAGHH!" The giant hamster howled in pain as it skidded onto the floor before it crashed into the shelf.

CLONG! CRASH! THWACK!

The impact from the shelf collision caused hundreds of food items such as jars and cans to crash onto the hamster as it howled in pain before it rammed into the back shelf as well.

Creak... KA-THOOM!

The other shelf then imploded and crashed onto the giant hamster as the creature groaned in pain struggling to break free before it slowly collapsed onto the ground exhausted having been fully drained of energy trying to catch Stan.

Rev... SCREECH!

Stan then showed up on the scooter as he drove it up next to the unconscious giant hamster.

"Sheesh... And stay down would ya?" Stan muttered in annoyance as he discarded his sports equipment to the side.

"Rugh..." The giant hamster grunted tiredly in response as Stan slowly sat down and wiped his forehead while an intercom blared out, "Clean up on aisle six."

Stan then noticed the Tennyson trio running over to him as he regained his bearing and stood up before cockily replying, "One giant fuzzball down for the count. Anyway, are you guys okay?"

Max smiled and nodded back replying with, "Don't worry kiddo, were fine. Now let's get out of here before..."

THUMP!

Before Max could finish his sentence, a clearly annoyed Dr Animo then showed up on his giant bullfrog whilst the mutant parrot hovered above the air.

"Insolent fools! You cannot stop me! Soon I will turn Washington D.C. into Washington B.C.!" Dr Animo declared before he laughed crazily.

SWOOSH!

Animo then surprisingly leapt onto his giant parrot as the bird flew by before it vanished out of the skylight hole made in the wall as the giant bullfrog followed on by leaping out as well.

THUMP! THUMP!

Stan and the Tennyson trio then regrouped together just as some security guards and a store clerk ran over.

"Is that the kid with the glasses on?" One of the security guards asked before the other stated, "Yeah it is!"

Confused, Stan slowly watched on as the clerk walked over and explained, "You saved the store! If there is anything I can do to repay, just say so."

Stan's eyes widened in surprise and happiness as he began to giggle slightly before replying, "Actually, yeah I do... Do you have any Star Wars merch or Golden sumo..."

However, Max put his arm on Stan's shoulder and interrupted replying to the staff, "Sorry, not know. We have things to take care off."

As the group slowly walked down the aisle, various staff employees began to clean up the massive mess left behind whilst security guards and other employees assisted the injured people just as Stan complained, "Max! Come on! I was close to getting something I needed!"

Max sighed and casually stated, "No time for that now, Stan. We have a giant parrot to follow."

"Did you forget about the talk we had?" Gwen reminded Stan just as the group arrived at the exit doors.

Ben then stated his opinion saying, "Stan, I do think you should have gotten something to be honest and what talk?!" Ben finished off as the group finally left the store.

Outside the store, various emergency services had arrived on the scene as police cars quickly surrounded the area whilst hospital workers grabbed medical supplies from a nearby ambulance and entered the mega-mart.

As the group arrived at the Rust Bucket, Stan sighed heavily as Ben and Gwen began to bicker once again whilst Max struggled to defuse the situation.

Once things had calmed down, The Rust Bucket drove off and left the Mega-Mart behind.

A short while later...

Dr Animo smirked happily in the air riding his giant parrot as The Rust Bucket continued to follow the giant parrot in downtown Washington D.C. while the moon began to rise in the distance.

Inside, Max drove the vehicle at a rapid pace with Ben watching the giant parrot from the front seat.

Meanwhile, Gwen typed on her laptop researching information whilst Stan looked out the back window.

" _Man, what a crazy day this has been, I still hope we can catch this guy for good."_ Stan thought before he carefully moved off his bed and walked down to the booth and sat down on the opposite side to Gwen.

"Ah, just like the good old days, before I retired." Max quoted happily before Gwen stopped typing and asked, "So what kind of plumber were you then Grandpa?"

"Uh, A darn good one Gwen." Max nervously replied as Stan questioned, "Okay then, what kind of a plumber hunts down giant birds instead of fixing toilets?!"

Max stayed silent as Ben then pointed out, "Uh guys! Old fuzzy is flying off quicker!"

Focusing Max nodded to Ben before he placed his foot down on the accelerator as the Rust Bucket became faster.

"So Gwen, do you have any ideas or information about this Dr Animo nut job?" Stan asked folding his arms.

Gwen nodded as she turned her laptop showing off information about Dr Animo on Wikipedia.

"Bingo! Five years ago, Dr Animo was a promising researcher in veterinary science. But it turned out; he was doing all kinds of twisted genetic experiments where he was mutating animals. And when he didn't win this big prize called the Verities Award, he flipped out." Gwen fully explained to Stan.

Stan nodded as he muttered back, "Sheesh... I guess he went off the deep end today."

"Duh! He is called doctor whack job for a reason." Ben called out from the front seat.

THWOOSH!

Max cursed slightly as he noticed the giant parrot fly away from his field of vision as the bird flew off left behind some buildings.

"We've lost him. He could be going anywhere in Washington D.C". Max explained in annoyance as Gwen stated, "Or Washington B.C. as he put it."

Stan immediately froze before he smiled happily as he shouted out, "Wait for a second! I know where he is going!"

A few mins later...

The Natural History Museum was a huge ancient building and the largest museum in America, all was quiet until the Rust Bucket pulled up outside the main entrance of the establishment.

The side door of the RV then creaked open as everyone inside stepped out to the main entrance.

Everyone mostly looked the same except that Gwen was now carrying a pink backpack as Stan responded happily with an excited look, "The Natural History Museum!"

"Yawn, Snoozesville," Ben muttered tiredly as Stan leaned down and picked up a giant feather from the parrot that was discarded on the stone floor.

"Something tells me we're on the right track, good thinking Stan," Max praised Stan walking near him as Stan responded, "Thanks, Max, but we should get going; we have a crazy doctor to stop."

The group then walked into the museum as everyone began looking for Dr Animo inside the dark and closed museum as Stan could not help but think, " _Okay, we just need to find Dr Freakzoid and stop him once and for all... Although I can't help but be disturbed by the similarities of wanting a reward for me and him..."_

No longer thinking Stan froze as Dr Animo could be heard giggling and whistling to himself as the group neared the B.C section of the museum.

Max nodded before he used his hand to indicate everyone to sneak up on Animo.

Stan noticed Ben and Gwen nodding as everyone slowly walked up quietly on Animo as he could be seen modifying his Transmodulator device near the display of a Mastodon, a type of mammoth.

Stan then could not help but glare at Dr Animo angrily as the geneticist turned around and muttered, "You are all very persistent. I hate persistence."

"We all know about you and your freakazoid experiments, Dr Animo. It's over!" Stan shouted back bravely.

Dr Animo merely rolled his eyes and declared, "Oh you fools! I have only just begun. See, I only needed a few components to push my work in Phase 2: The reanimation of dead cells."

"Uh, does this guy come with subtitles?" Ben asked awkwardly as Gwen muttered, "Wait! You wouldn't!"

"Oh yes children, you are correct! Bringing back life into that what has been long since lifeless! Observe!" Dr Animo declared before he turned on his Transmodulator.

ZAP!

The helmet Dr Animo wore then fired two red beams at the Mastodon exhibit as the beams flew in the artificial body.

"Grr..."

The eye sockets of the Mastodon vanished from blank to glowing red before the Mastodon roared and stomped off the display as the artificial creature came to life.

"ROAR!" THUMP!

The Mastodon then stood next to Dr Animo as he laughed evilly proclaiming, "Behold the genius that is Dr Animo!"

Dr Animo then smirked and ran off into another room of the museum whilst the Mastodon glared hungrily at the group.

"ROARR!" The Mastodon roared as it walked closer to the group with huge thumping steps as Gwen yelled, "Now would be a really good time to go, hero Stan!"

THUMP! THUMP!

Stan merely stayed calm and stated, "I've got this, you guys get Animo. I will handle old Jumbo here."

Stan then looked to his right arm and activated the Omnitrix quickly.

BEEP!

The core of the watch popped up before the silhouette changed to a large four-armed alien as Stan taped down the core of the watch as a huge flash of green light enveloped him and the room as Stan slowly felt himself getting stronger and bigger as he grew in size once again blacking out...

FLASH!

The watch sunk inside Stan's wrist as his blood vessels began to pulse and expand all over his body as the veins reached his bright blue eyes, Stan then closed and reopened them revealing bright orange eyes that glowed.

Next, he slowly grew in size to around 12 feet tall as a second pair of arms shot out from his regular ones as his muscle mass grew exponentially.

Following this Stan's feet morphed to have two toes as his hair vanished and his skin turned a bright vibrant red with some black crests appearing on his face along with a black stripe forming on his head going down to his chin to his lower lip.

Next, his clothing morphed into a white and brown jumpsuit similar to Diamondhead and Grey Matters.

The jumpsuit was brown at the bottom going to his legs and had a black stripe that went down the middle to his head and also covered the top of his shirt; the top of the jumpsuit was also white.

He also wore brown fingerless gloves on each of his hands.

Finally, the watch symbol morphed on his upper left shoulder as Stan turned around and yelled whilst doing a pose once the transformation finished.

Stan had become a Tetramand known as Four Arms.

Once the green light faded away, The Tennyson trio looked on in shock as Four Arms looked down and observed his new form before the Tetramand grinned and cracked his four knuckles before replying to the others in the room with a thick and deep gravelly voice, "Four Arms should take you down. Let's wrestle!"

"ROAR!" The Mastodon roared back in response as both combatants charged towards each other.

KA-CRASH!

A massive cloud of dust and debris shook the museum significantly as Max shielded Ben and Gwen from the cloud of dust and debris, Once the dust cloud cleared up, Four Arms grunted as the Tetramand was using all his arms to grip onto the prehistoric Mastodon by its tusks.

"ROAR!" The Mastodon grunted as the prehistoric creature attempted to break only for Four Arms to use his strength as the Tetramand dragged the creature across the floor.

CRASH! CRACK! THOOM!

Several exhibits and models were then damaged as a skeleton of a sabre tooth cat was destroyed into rubble as the brawl between the two titanic forces continued.

As the Tennyson trio escaped the room, the three spotted Dr Animo who was steadily walking away from them before Max shouted out, "Hold it right there!"

Animo then turned around and saw the Tennyson trio before the mad geneticist then whistled loudly.

THWOOSH! THUMP!

The giant parrot then swooped down in between the Tennyson trio and Dr Animo who taunted them mockingly, "My parrot pet! Crush them once and for all!"

Dr Animo then continued to run off into the museum as the giant parrot corned the Tennyson Trio squawking loudly, "SQUAWK!"

"Uh, does anyone have any bright ideas on how to stall old fuzzy here?" Ben asked before Gwen spotted a spear being held by a model of a prehistoric caveman.

"I do," Gwen stated confidently as she smirked and quickly ran over to the exhibit as the giant parrot spotted her.

"SQUAWK!" The parrot yelled loudly as it quickly charged over to Gwen and prepared to strike when...

KA-THUNK!

The giant parrot squawked in shock as Gwen slammed the giant parrot with the wooden spear she had gathered from the caveman as she shouted, "Take this birdie! HA!"

Enraged at Gwen challenging him, the giant parrot squawked again and charged back at her.

THWACK! CRACK! SMACK!

Using her gymnastic skills, Gwen swung the spear like a bo staff and carefully swung the ancient weapon on the head of the giant parrot several times before she raised the spear and smacked it on the beak of the giant parrot.

The impact caused the spear to snap in half.

KA-CRACK!

"SCREECH!" The giant parrot screeched in panic before the bird quickly ran off in the opposite direction whilst Gwen discarded the broken staff on the ground as Ben and Max watched on speechless.

"Stan's not the only one with skills," Gwen said and grinned happily before she moved on ahead as Ben and Max followed on behind her.

A min later...

The Tennyson trio finally managed to catch up with Dr Animo who was casually standing near the skeleton of a Tyrannosaurus Rex.

Grinning madly, Dr Animo activated the Transmodulator once again as two red energy beams zapped from the top of the helmet.

ZAP! ZAP!

The skeleton of the T-Rex was zapped until the energy dissipated into its body as the hollow empty skull like sockets flashed a bright red colour.

Then the T-Rex skeleton shook violently as the skin and blood of the creature started to regrow all over it as the alpha predator stepped off the exhibit podium it was on as the tail of the dinosaur then lashed out violently and damaged the roof of the building.

Crack... CRASH!

The T-Rex then noticed Animo and the Tennyson trio before the might animal finally let out an ear-shattering roar that echoed across the room that forced the Tennyson trio to cover their ears due to the high frequency the sound was.

"ROOAAAARRR!" The T-Rex loudly blared out at the Tennyson trio.

To make matters worse, parts of the T-Rex's skin was still missing that showcased the muscle and bones of the T-Rex as it glared at the Tennyson trio hungrily.

At the same time...

SCREECH!

Four Arms grunted as he struggled to maintain his grip on the Mastodon before it managed to slip free.

"ROAR!" The Mastodon yelled before it chucked Four Arms into a nearby museum wall as the Tetramand went soaring into it.

KA-THOOM!

The museum shook again as Four Arms collapsed onto the floor feeling tired and exhausted as he muttered, "I can't give up now... I just need to see how far I can fight..."

"ROAR!"

Four Arms glared and noticed as the Mastodon began charging at him before the Tetramand gritted his teeth and yelled, "HAAA!"

Four Arms then began charging back towards the Mastodon before both titanic forces collided again in a large dust cloud.

KA-CRASH!

The result of the collision?

A literal tug of war as both behemoths continued to gain dominance over each other as they struggled to push each other back.

At first Four Arms seemed to be gaining the upper hand, however, the Mastodon continued to push the Tetramand slowly back across the floor as Four Arms grunted with his feet slowly beginning to fall into the ground digging into it as he felt his multiple arms get weaker.

"Grrr..." The Mastodon roared slightly as it glared at Four Arms with its bright red eyes as Four Arms snapped and began to push the Mastodon back with his strength before he shouted out, "You are so going down peanut!"

Four Arms then moved one of his upper arms before...

PUNCH! CRACK!

The Tetramand threw a violent left hook towards the trunk of the Mastodon before the prehistoric creature howled and skidded back in pain as Four Arms saw his opportunity to end the fight.

Four Arms then charged towards the Mastodon only for the mammoth to wrap its trunk around the Tetramand.

THWOOSH! CRASH!

Once again, Four Arms was sent flying across the air as the Tetramand crashed into the skeleton of a Triceratops that collapsed as the bones shattered across the floor.

CRACK!

A tired and injured Four Arms with various cuts on his skin punched the skeleton of the Triceratops off him before he stared at the Mastodon and cockily replied, "Is that the best you can do? I have seen better strength from a T-Rex, to be honest."

Enraged, the Mastodon charged at Four Arms once again, however, the Tetramand smirked and calmly held his ground waiting patiently until...

GRAB! THWACK!

Four Arms gripped onto the trunk of the Mastodon as the prehistoric creature struggled to escape before Four Arms yelled, "Say goodnight peanuts!"

The Tetramand then gripped the floor and used all of his strength and rage to spin the Mastodon around faster and faster as a small tornado formed around the two as Four Arms finally let go.

THWACK!

"ROAR!" The Mastodon howled loudly as it flew into a nearby wall with the impact being so strong it broken the creature both mentally and physically.

BLAM!

Four Arms watched on as the Mastodon let out one final roar before the roof above finally caved in and collapsed.

CRASH! THWACK!

Dozens of rubble and debris plunged from the roof along with a support column that imploded in plunged onto the Mastodon as the great creature was finally knocked out as a huge cloud of dust and debris covered the room.

Four Arms smirked as he slowly regained his footing before victoriously saying, "Four Arms one! Mammoth zero!" The giant Tetramand then chuckled before gagging and muttering, "Oh crap... I think I am going to hurl..."

The Tetramand then groaned and quickly threw up onto the floor before he regained his vision and froze once he heard Gwen screaming nearby.

"Gwen! Stay tight, I'm coming!" Four Arms yelled before he ran off further into the museum as his footsteps thumped across the empty building.

A min before...

CRASH!

Max grunted in shock as he narrowly dodged the tail of the T-Rex that had slammed into a nearby door as another cloud of dust and debris covered the room.

Once the cloud cleared away Max glared at Dr Animo who was riding on the back of the T-Rex as he stated, "I'd love to stay, but I have to claim the award I so richly deserve."

"ROARR!" the T-Rex roared before it turned to the wall and headbutted it.

CRASH!

The wall imploded as a large hole revealed the outside as Dr Animo laughed crazily as the T-Rex began heading into the inner city of Washington D.C. as the Tennyson trio watched on stunned.

SWOOSH!

Gwen panicked and screamed as the giant parrot swopped in out of nowhere and grabbed hold of Gwen via its giant claws as the parrot then flew off in the distance.

"Gwen!" Max and Ben yelled in shock together before the door shook.

CRACK!

Four Arms punched down the last part of the hanging door before he looked around in confusion and asked Max, "Guys, What happened?!"

"Gwen was kidnapped by the giant bird!" Ben shouted to Four Arms as the Tetramand quickly ran past Ben and Max towards the ruined wall as he stepped outside.

"Someone help me!" Gwen yelled as Four Arms noticed the giant parrot flying off in the distance with Gwen trapped in its claws as the Tetramand glared thinking, " _I need to jump up at that bird if I crouch jump myself high enough; I should have enough momentum to launch myself up to the bird freak."_

Crouching down slowly, Four Arms stared at the giant parrot before he braced himself to jump muttering, "Three... Two... One... NOW!"

THWOOSH!

The Tetramand then rocketed upwards towards the giant parrot.

Meanwhile at the same time...

Ben and Max were looking around the empty museum as Max then discovered an old and discarded note on the floor and observed it briefly before he pocketed the note and replied to Ben, "Come on, we need to get back to the Rust Bucket and follow them."

Understanding the situation Ben nodded to Max as they both began to head to the exit of the museum.

Back outside...

"CAWK!" The giant parrot squawked in pain as Four Arms gripped onto the back of the parrot as the Tetramand shouted out, "I don't think so! No 'bye-bye' for you, Birdie!"

Angered the giant parrot began to shake itself with feathers fluttering off as Four Arms started to lose his grip.

Panicking, Four Arms shouted out, "Gwen! Stay still! I will get you, just reach out an..."

POP!

The last feather that Four Arms was holding onto finally slipped as his grip on the giant parrot loosened as the Tetramand plummeted back down to Earth.

"ARGHHH!" Four Arms shouted out loudly before...

CRAKA-BOOM!

Four Arms crashed onto an empty side road as a large cloud of dust formed from the massive impact that caused the Earth to shake violently as several car alarms were also set off because of the impact.

BEEP! BEEP! BEEP! FLASH!

Groaning from the impact, Four Arms felt the Omnitrix symbol on his shoulder beep numerous times before a large red flash covered the area as he morphed back to Stan who groaned having been drained of energy as he fell unconscious.

A few mins later...

Stan groaned as he felt his blue eyes slowly reopened with a blurry vision as he coughed and spluttered out dust as he muttered, "Hugh... My head..."

Slowly regaining his vision, Stan stood upwards and brushed himself down of the dust and dirt on him as he noticed the Omnitrix now in recharge mode.

"Okay, I'll give it a few mins..." Stan mused before he slowly began to crawl out of the crater with his hands and knees. Soon he climbed to the top of the crater as he noticed the giant parrot flying away with Gwen struggling to break free.

"Gwen..." Stan groaned sadly before he noticed the Rust Bucket arriving nearby.

WHOOSH!

The side door then opened up as Ben grinned and replied to Stan, "Need a taxi?"

Stan smiled and quickly ran inside the Rust Bucket as Ben closed the door.

THUNK! WHOOSH! SCREECH!

The Rust Bucket then sped off in the night to catch the giant parrot.

Meanwhile with Gwen above Washington D.C...

Gwen sighed sarcastically as she muttered, "Spend a summer with your Grandpa, honey. It'll be an adventure." she finished off as the giant parrot flew on grasping her backpack in its beak.

Back on the ground below...

Washington D.C. was in chaos as the T-Rex rampaged across the downtown city as Dr Animo watched on happily with the carnage he was causing.

"ROARR!" The T-Rex growled loudly as it stomped across the inner city of Washington as a large crowd of people screamed and ran off in different dire

"Run for your life!" Someone yelled out as the T-Rex stomped onto the road forcing cars to swerve or reverse away from the creature.

CRASH! THWACK! POP! SPLOSH!

Chaos and mayhem ensued as various cars and vehicles crashed into various other objects such as signs, bins and innocent pedestrians were all knocked over and damaged onto the streets of the city as Dr Animo laughed madly from the top of the T-Rex.

HONK! HONK!

A nearby bus then drove around the corner as the driver honked annoyed at the traffic chaos before the driver and turned around and noticed the T-Rex staring at him.

"What the hell? Is that a T-Rex?!" The bus driver panicked as he freaked out before the other passengers looked out of the window.

"ROAR!" The T-Rex responded before the giant dinosaur charged and rammed the bus.

RAM! SMASH!

The impact of the collision caused the bus to tilt on its right side as people ended up toppling and plunging out the bus as the driver struggled to regain control as the bus finally toppled back on a normal axis.

Now calmed down the bus driver watched on as the T-Rex walked away before the driver turned around and froze in horror before he screamed.

CRASH! SMASH! CRACK!

The bus then collided with the window of a closed restaurant as the windows were shattered as chairs, tables and other pieces of debris were sent flying out onto the street as the bus became dislodged in the restaurant.

Dr Animo smirked happily as the T-Rex roared triumphantly before he muttered, "Ah, I too love my work."

BEEP! HONK! HONK!

Confused, Dr Animo turned his head as a large convoy of police cars and Swat vehicles surrounded the T-Rex.

The back of a large Swat Van then opened as dozens of SWAT soldiers and a commander came out a megaphone who lead the soldiers behind him and stated bluntly, "Attention, Dr Animo! You have five seconds to comply before we open fire!"

"Try as you might! You can't stop me!" Animo proclaimed loudly before the T-Rex roared again and rammed a nearby SWAT Van.

CRASH! SKID!

The SWAT Van was sent toppling onto the side before it crashed into a nearby police car as the security forces panicked as the commander yelled, "OPEN FIRE!"

BLAST! PEW!

Confused the security forces opened fire on the T-Rex and other nearby cars as confusion occurred whilst the T-Rex was able to outrun the police and continued to cause chaos in Washington D.C. before the dinosaur proceeded towards the world-famous Washington Monument.

However, no one noticed that a golden Sumo Slammer card was stuck on the bottom of the T-Rex's foot.

Meanwhile back with Gwen above...

Gwen watched on as the giant parrot soared over the Washington Monument in intrigue and awe.

Snap!

The backpack that Gwen was wearing began to fail as the bag slowly began to dislodge out of the giant parrot's beak.

Panicking, Gwen quickly fumbled around in her pockets and pulled out an old 2004 Nokia mobile phone muttering, "Well, my mother said only to use this in an emergency, I think this qualifies."

Gwen then dialled the number on her phone as she placed the device near her ear.

A few moments before in the Rust Bucket...

Inside the Rust Bucket, Max was driving the RV down the road where the aftermath of the T-Rex's rampage was visible.

Stan focused as he looked for the giant parrot before Ben remarked, "No sign of the bird."

"I can't spot the bird either Ben," Stan replied walking to the front before Max stated, "There can't be that many places for a parrot the size of an elephant to roost."

Max then placed his hand in his pocket and handed the old ragged note to Stan, "Here, look at what Dr Animo left behind."

Stan frowned as he observed the note muttering, "Dr Kelly accepts Verities award…"

"He's gonna finally pick up his award!" Ben yelled loudly before Stan realized what Animo was up to and threw the note on the ground saying, "Oh shoot! I've got to stop this guy once and for all before he does any more damage!"

"First things first, we've got to find Gwen." Max reminded Stan and Ben.

Ring! Ring!

The phone on the radiator then rang as everyone realized Gwen was calling them.

"Gwen!" Everyone exclaimed in shock before Stan moved over to the phone and grabbed it.

"Hello?! Gwen are you there?" Stan asked on the phone before Gwen replied worriedly, "Yes! I am! We're heading to the Washington Monument! Hurry!"

Freezing in horror, Stan looked out the window and saw the Washington Monument and the giant parrot flying near it before he stated, "Hang on, Gwen! We're coming for you!"

Beep...

The phone was then hanged up on Stan as he panicked in fear and worry before Max shouted out, "We're here! Everyone out now!"

The Rust Bucket then parked up to the Washington Monument as the group got out and saw the giant parrot roasting on the flagpole near the structure as Gwen dangled on the flagpole for dear life.

"I can't hold on much longer!" Gwen yelled as she accidentally dropped her cell phone which plummeted down to the earth.

CRASH!

The cell phone smashed into pieces as the main group watched Gwen screaming as Max stated in horror, "Oh no! Gwen will be next!"

Stan froze and looked down at the Omnitrix on his right arm and declared loudly, "Not if I can help it!"

The watch then beeped in response as the dial turned from a bright red back to a luminous green colour now fully recharged.

BEEP!

Stan smirked as he quickly activated the Omnitrix and selected the icon as it changed from Four Arms to that of a medium-sized insectoid alien before he slammed down the exposed core of the watch as a flash of green light covered him as his mind became more and more insect-like...

FLASH!

The watch sank into Stan's right arm as his skin hardened transforming into a green endoskeleton with the hand becoming black with three clawed fingers.

Next, his head morphed as four golden insectoid eyes appeared vertically as his face turned black.

Following on from this his body reshaped becoming more insectoid as six green insect legs grew out from his sides along with two green wings and a large black stinger forming from his back.

And next to the watch symbol then morphed on his forehead.

He also gained a jumpsuit that covered his body that was white with brown lines covering the body.

The green light vanished and flashed away as Stan emerged transformed.

Stan had become a Lepidopterran known as Stinkfly.

As the green light faded away, Stinkfly observed his bug-like body before he replied in a light snotty voice, "Hold on Gwen! Stinkfly is coming to the rescue!"

Stinkfly then activated his wings as they flapped up with a buzzing noise as he flew off the ground upwards to a trapped Gwen as Ben and Max watched on.

ZIP! THWOOSH!

Gwen gulped as she finally lost her grip from the flagpole as she plummeted down towards the ground screaming until…

ZIP! THWOOSH!

The sound of bug-like wings being flown was heard as Gwen slowly reopened her eyes noticing Stinkfly who managed to grab her as the Lepidopterran held her in his bug-like hands.

"I've got you, Gwen," Stinkfly said happily before Gwen looked confused and asked, "Huh? Are you Butterfly?"

Stinkfly laughed slightly and replied, "Close, I'm Stinkfly!"

Gwen smirked and rolled her eyes saying, "Yeah, whatever. Anyway thanks for the save."

"Anytime, Gwen after all. What are friends for?" Stinkfly inquired happily as Gwen smiled slightly back before she noticed the giant parrot swooping after them.

"Incoming!" Gwen warned Stinkfly who replied, "Hang on! Things might get a little bumpy!"

SWOOSH! ZIP!

Stinkfly grunted as the giant parrot swooped below him as the bird turned around and flew towards Stinkfly.

CRACK!

Both flyers collided head-on as the giant parrot squawked in agony whilst Stinkfly was also stunned briefly before the Lepidopterran flew upwards above the giant parrot.

Once again the giant parrot tried to swipe Stinkfly only for it to narrowly miss the Lepidopterran vertically as Gwen screamed before Stinkfly stabilized himself and flew normally as Gwen ended up clutched on his back.

"Sorry, Gwen!" Stinkfly replied as he flew past the Washington Monument as the giant parrot flew after determined to catch its prey.

At the same time, Max and Ben were running to the inside of the Washington Monument as the giant parrot swooped in from the side however, Stinkfly dodged to the left as the Lepidopterran.

Annoyed Stinkfly pointed his eye stalk's behind his head and saw the giant parrot swooping in again as he taunted the parrot, "Watch the nails there, Polly!"

"SQUAWK!" The giant parrot responded loudly as it tried to dive-bomb Stinkfly as the Lepidopterran turned around and sucked up his mouth.

SPLAT!

A large pile of green mucky goop was launched from Stinkfly's mouth as the green slimy substance blinded the giant parrot before it shook the goof off its face as it continued to chase after Stinkfly.

"Oh, I think I am going to be sick." Gwen groaned having seen Stinkfly's good as he responded, "Uhh, try to hold it in."

Inside the Washington Monument, Ben ran ahead up on the long staircase as an exhausted Max said, "Would it have killed the founding fathers to install an elevator?"

"Yeah, same here Grandpa," Ben responded as they reached the top of the Washington Monument and moved over to the outside window where they saw Stinkfly and Gwen.

Stinkfly blinked as he noticed Max and Ben waving their arms out of the window as he muttered, "Uh, oh."

"What do you mean, Uh, oh?! Gwen asked concerned as Stinfkly stated, "Yeah, you might want to brace yourself for this."

Gwen: "Brace me for what... ARGH!" she screamed again having been dropped by Stinkfly.

THWOOSH! ZIP!

Stinkfly then divebombed towards the ground and flew up back to Gwen and gently grabbed her in his bug-like claws before the Lepidopterran blasted off towards the Washington Monument.

Getting closer Stinkfly noticed the window where Max and Ben were waving to him as the Lepidopterran thought, _"I've got to time this just right!"_

As Gwen and Stinkfly got closer to the window, Max stated to Gwen, "Come to Grandpa…"

THWOOSH! ZIP!

Stinkfly then flew over to the window and carefully dropped off Gwen who was then grabbed by Max as Stinkfly dived back down to the ground.

"SQUAWK!" The giant parrot swooped in hungrily as the Tennyson trio noticed the giant bird before they all screamed.

THWOOSH! KA-BLAM!

"Sayonara birdie!" Stinkfly yelled as the Lepidopterran rammed into the back of the giant parrot before he slammed it into the wall of the Washington Monument.

CRACK!

The giant parrot howled in agony as the sound of bones cracking and popping was heard as Stinkfly then grabbed hold of the giant parrot's back and used his claws and strength to hurl the giant parrot onto the ground where it landed painfully.

KA-THUNK!

The giant parrot squawked in pain as a large cloud of dust rose up from the ground as Stinkfly watched on and declared, "And stay down you bird brain!"

Max then shouted out to Stinkfly, "Stan! Go after Dr Animo and stop him!" as Stinkfly responded, "What about you guys? You all okay?"

"We'll be fine," Gwen reassured Stinkfly before Ben happily shouted, "Go kick Dr Freakzoids butt!"

Filled with support and an end goal of beating Animo, Stinkfly grinned and nodded before the Lepidopterran flew off in the distance as the sounds of emergency vehicles echoed throughout the city as the Tennyson trio slowly walked and left the Washington Monument interior.

Meanwhile at Kelly Industries on the outskirts of Washington D.C...

Inside the Kelly Industries facility, a man with black greyish hair and smart formal clothing was talking to two other visitors who wearing formal clothing as well. They were standing outside a trophy cabinet where he was showcasing the Verities Award he won from Dr Animo a few years ago.

"And here is my Verities Award, of course, it was an honour to be nominated along with a group of distinguished scientists." Dr Kelly boasted proudly of his accomplishments as one of the other visitors coughed awkwardly.

Rumble...

Confused Dr Kelly stopped droning on as the ground began to shake with the guests looking around confused with one of them asking, "Is that an earthquake?"

"It can't be..." Dr Kelly mused before he turned around and froze in horror as the other guest yelled in shock at the glass window, "What the?!"

SMASH!

The T-Rex ploughed through the large glass window sending glass flying all over the room.

"ROAR!" The T-Rex declared having made its entrance as Dr Animo then glared at Dr Kelly feeling angry and enraged beyond belief as the guests then fled the building to the outside whilst Kelly stood frozen in shock and disbelief at Animo's return and rampage.

"Kelly! I believe you have something of mine!" Dr Animo yelled loudly before Kelly gritted his teeth and shouted back, "You're bloody crazy!"

Dr Animo merely jumped off the T-Rex and landed on the ground as he replied, "I know; it's brilliant!"

Kelly gulped and moved away from Dr Animo who ordered his T-Rex, "Break the glass case."

The T-Rex nodded in response before it smacked it's tail onto the glass case that the award was in.

SMASH!

As the T-Rex retracted its tail, Dr Animo moved over to the display case before he grabbed the Verities Award trophy and placed it over his head proclaiming, "I'd like to thank the committee for this honour!" Dr Animo finished smiling in triumph as he walked back to the T-Rex with his goal now complete.

"God Animo! Have you lost your mind?!" Kelly yelled trying to defuse the situation as Dr Animo clambered back onto the T-Rex before ignoring Kelly and grinning madly.

"Now my pet! Kill the good Dr Kelly for me!" Dr Animo declared darkly as the T-Rex smiled and licked its lips in anticipation of the meal it would acquire.

Panicking, Dr Kelly quickly backed away from the T-Rex as the ancient dinosaur got closer and closer until...

KA-BLAM!

Stinkfly cried out loudly as the Lepidopterran rammed into the mouth of the T-Rex injuring it as it growled at Stinfkly who yelled out, "Give up Animo! It's over!"

Stinkfly then hovered over the T-Rex as the T-Rex span its tail around and hit the Lepidopterran on his head.

WHACK!

The force of the impact caused Stinkfly to lose momentum and crash onto the ground on all fours.

CRASH!

"I don't have time for this nonsense," Dr Animo muttered before he refocused his attention on Dr Kelly.

Groaning Stinkfly slowly moved his head and shook it before he noticed the golden sumo slammer card that was found in a pile of debris and junk.

Stinkfly could not help but giggle happily as he muttered, "Whoa! I've struck Sumo Slammer gold!"

As Stinkfly slowly moved his insectoid hand to grab the card he paused and thought, " _Wait... Is this the right thing to do?"_

No longer thinking, Stinkfly noticed the golden sumo slammer card and saw Dr Kelly being grabbed by the T-Rex as it dragged him upwards via his coat the T-Rex slobbering all over him.

"No! Somebody help me! I don't want to die!" Dr Kelly pleaded as Stinkfly glanced back at the card and the T-Rex before he sighed stating, "This hero stuff isn't easy..."

Stinkfly then glared at the T-Rex with his four bug-like eyes annoyed before the Lepidopterran flapped his wings and took off the ground.

CRASH!

The impact from Stinkfly taking off caused the nearby rubble and debris to fall as the golden sumo slammer card was buried in the debris field.

Dr Kelly panicked and prayed to himself as The T-Rex was about to crunch him in its mouth when...

ZIP! SNAP!

Stinkfly flew in and grabbed hold of Dr Kelly with his claw-like hands narrowly missing the jaw of the T-Rex snapping shut.

"ROAR!" The T-Rex cried out hungrily whilst Dr Animo yelled in confusion, "What are you, you pest?!"

Stinkfly then dropped Dr Kelly onto the ground gently and turned around at Dr Animo before confidently declaring," I'm Stinkfly! And I'm here to kick your ass and save the day!"

"I will not let vermin like you ruin my plans!" Dr Animo shouted back becoming annoyed with the numerous delays in his plans that were preventing him from acquiring the Verities Award as the mad geneticist reactivated his Transmodulator.

ZAP!

A large laser beam of red energy was fired from Dr Animo's helmet as Stinkfly quickly swooped across the room dodging the beam as Dr Animo gritted his teeth in frustration.

 _"I need to distract the T-Rex, and then wipe out his crazy boss."_ Stinkfly planned out in his head as the Lepidopterran dodged another laser beam before he faced the T-Rex.

SPLAT!

Stinkfly then fired out a series of goop stalks from his four bug-like eyes that splattered onto the eyes of the T-Rex.

Blinded and unable to see, the T-Rex growled in pain as the giant dinosaur slowly struggled to maintain his balance as Animo watched on worried for his creature as he clutched the trophy tightly not noticing Stinkfly plummeting down towards him.

"Yo, Dr Animo! You forgot your mail order!" Stinkfly shouted out loudly as Animo turned around confused.

CRACK!

Stinkfly flew out a powerful left hook punch as his bug-like hand penetrated Dr Animo's mouth.

The impact caused blood and rotten teeth to fly out of the mad doctor's mouth.

CLANG! SMASH!

The impact also caused the trophy that Dr Animo was gripping onto plummeted down to the museum floor and shattered into a dozen pieces.

"NOOOOOOOOOOO!" Dr Animo yelled brokenly before he began shaking in rage and glared around looking for Stinkfly before...

THUNK!

"Yoink!" Stinkfly shouted out as the Lepidopterran grabbed hold of the Transmodulator on Dr Animo's face before he pulled it off and flew away as Dr Animo shouted, "My Transmodulator!"

CRASH!

Stinkfly then yelled as the Lepidopterran threw the helmet onto the ground as it dented and broke into pieces.

PHWOOSH!

A large red wave of energy then morphed from the Transmodulator as Stinkfly quickly realized that the effects of the device had been reversed as Dr Animo panicked, "No! No! No!"

Crack... WHAM!

The T-Rex stopped moving and decomposed from flesh back to bones before the Skeleton collapsed onto the ground in a pile of bones and debris as Stinkfly smiled happily.

Meanwhile, with the Tennyson trio...

"SQUAWK!" The giant parrot yelled as the vicious creature confronted the trio when...

ZAP!

"SQUAwk..." The parrot muttered before it de mutated and shrank back down to its normal size before it squawked and flew onto Gwen's arm as Ben and Max sighed in wonder and relief.

"Don't even try to kiss up to me now," Gwen replied to the parrot who squawked back gently in response.

Back at Kelly Industries...

Stinkfly slowly hovered in the air as he watched Dr Animo slowly move his head out the rubble as he glared at Stinkfly ranting, "You stupid bug! How dare you humiliate and mock the great Dr Animo! I swear I will get my vengeance!"

Stinkfly just rolled his bug-like eyes and mockingly replied, "You should just give up already, besides I have one last surprise for you. It's called failure Dr Freakzoid!"

"WHAT?!" Dr Animo yelled in outrage before Stinkfly then closed his mouth and eyes before...

SPLAT!

A massive amount of goop came flying out off Stinkfly's eyestalks and mouth before it flew and crash-landed on Dr Animo and the skeleton.

SPLOSH!

The massive pile of green goop slowly soaked all over Animo and the decaying T-Rex skeleton as Stinkfly laughed loudly as Dr Kelly watched on and could not help but laugh as well.

"DAMN YOU!" Dr Animo cursed loudly in rage at his failure as police sirens echoed in the distance as Stinkfly smiled and replied, "See ya, would not want to be ya!"

SWOOSH!

Stinkfly then left the building via the hole the T-Rex had made as he flew back to the Washington Monument whilst a large force of police officers and swat soldiers entered the building and noticed Animo covered in goop as some of the soldiers couldn't help but giggle at the funny sight.

"So this is the guy huh?" A police officer questioned before one of his colleagues replied, "Yep, that is the target."

The SWAT commander who led the large squadron then took command ordering, "Alright people let's get to work! I want the perimeter secure at all times; make sure no civilians enter the area."

Immediately after the police force and the SWAT team began to cordon off the area as a hospital medic then noticed Dr Kelly and asked, "What about this person here?"

"Check him for injuries and interview him in a secure room, we need all the information we can get." The SWAT commander replied before he turned and glared at Animo.

"Let me out of here!" Dr Animo ranted loudly before the SWAT commander responded with, "Get this Animo guy out of here slowly... After all, we have a long night."

As the cleanup operation began around the city, the sun could be seen slowly rising in the distance as a new day dawned as Stinkfly flew back to the Washington Monument where he spotted the Tennyson trio talking to each other near the Rust Bucket.

Ben heard the sound of Stinkfly's wings before he pointed upwards and said, "Hey look up there! It's Stinkfly!"

"We're down here Stan!" Max shouted out as Stinkfly noticed them and landed on the ground stating, "Hey guys, I've taken care of Dr Freakzoid for good."

"So what exactly happened?" Gwen inquired Stinkfly who prepared to reply as the Omnitrix symbol on his forehead started to beep red.

BEEP! BEEP! BEEP!

FLASH!

A large bright red flash covered the Lepidopterran who slowly morphed back to Stan as the Omnitrix reverted the transformation as Stan emerged smiling declaring, "I beat him at his own game, Gwen."

Max smiled in response before quickly intervening, "Well kids, I think it's best we hit the road again."

Uh why Grandpa?" Ben asked confused as Max replied, "Best not to attract any attention to ourselves here."

"Okay, so where are we going this time then?" Gwen asked Max who stated calmly, "Well the plan is to head north to New York by the end of the week hopefully."

Stan froze and grinned happily replying, "New York?! Awesome! I always wanted to visit the big apple."

Max smiled and responded with, "I'm glad to hear that kiddo, anyway by nightfall once we're out of Washington we should be near our next vacation stop."

"What is it?" All three kids asked at once before Max replied walking back to the Rust Bucket, "A large boating and fishing lake."

"That sounds interesting I guess..." Stan murmured as he thought nervously, " _Why large bodies of water?!"_

Gwen groaned and sighed saying, "Ugh... Why could we not go shopping somewhere instead?"

"It is not always about what you want Dweeb.," Ben replied annoyed as Gwen glared and yelled, "Shut if doofus!"

Stan then sighed in annoyance having to deal Ben and Gwen arguing again before everyone got on as the door was sealed tight as the Rust Bucket drove off into the distance leaving Washington Monument behind.

Five mins later...

A large gathering was occurring outside Kelly Industries as various police officers and other law agency officials were holding back dozens of reporters who were asking all sorts of random questions to the Swat commander on the scene.

Also, firemen and hospital medics were tending to the injured from nearby areas and clearing out debris from the building.

"Do we have any motive on why Dr Animo would do this?" A CNN reporter asked.

"How long was he planning this for?" A Fox News reporter stated as a journalist added, "Is Dr Kelly available for a statement?"

The SWAT commander took out a megaphone before blaring in it loudly, "Okay people! Our head of the department will be conducting a press conference shortly at the City Hall with the president and the mayor along with the heads of the other emergency services in regards to the recent events surrounding Dr Animo, So move on people!"

"Look it's him!" Another reporter then shouted out as the reporters moved closer to the police blockade trying to get pictures, some police officers moved aside revealing several heavily armoured Swat soldiers around Dr Animo who was handcuffed and covered in dust and Stinkfly goop being led away.

Slowly turning his head, Dr Animo noticed the reporters and a news crew nearby recording him before yelling, "Let me go! I deserve that award! I've got it coming to me! I want it!"

"Shut your mouth." A SWAT soldier replied to Dr Animo as The Rust Bucket drove by before Stan peeked out the side window grinning as he watched Animo being hauled into a Swat van.

Dr Animo also noticed Stan grinning from the Rust Bucket as he muttered madly, "That boy is connected with that bug creature that attacked me earlier... I will figure it out for my revenge..."

"For some reason, that sounds kind of familiar," Stan muttered back to himself before he leaned back in in the Rus Bucket as the side window was sealed shut.

Meanwhile within the crowd of law agents...

A white American male was seen talking in a communications device via his ear.

He had thick brown hair that was slowly receding along with his fringe and light grey eyes.

He was wearing a black tie and outfit to match.

Oddly enough he seemed to be rather calm and confident when talking as if he had witnessed events like this before.

"Director, It would appear that Dr Animo has been apprehended." The agent stated as the communications device replied, "Good work Agent. How is the situation doing in the area?"

"Things have not only calmed down significantly but it seems a suitable and unknown person has seemed to have appeared and subdued him." The agent calmly responded.

"Good, perhaps one day this person could be useful for our organization. However, we need you to continue to monitor and interview witnesses, Agent Coulson." The communications device replied as the agent stated, "Understood Director Fury, Coulson out."

Phil Coulson then smiled slightly before he began to walk into the crowd as he seemed to interview some witnesses…

Ten mins later...

The Rust Bucket was now driving back on the 495 Interstate as it left the recovering city behind and heading onwards to the fishing lake, the next stop on the vacation.

Inside the Rust Bucket, Ben and Max were sat on the front seats as Max was listening to some classical music on the radio humming the tunes happily.

Meanwhile, Ben was once again playing Sumo Slammers on his game boy whilst Gwen and Stan were sat on the other booth discussing the events that had occurred.

"I may not have gotten a golden sumo slammer card, but I was able to nick this from the crime scene before the cops showed up," Stan replied looking and observing the Transmodulator helmet he managed to grab from Animo back at Kelly Industries.

"So what are you going to do with that?" Gwen asked looking at Stan who responded, "Might get a box to store cool stuff like this in, could be handy for me in the future." Stan said, putting the Transmodulator helmet into his Star Wars backpack before he zipped it up and placed it to the side.

"Plus, I saved Washington D.C. from Dr Freakzoid who is probably going to be behind bars for a long ass time, which in turn is its reward." Stan declared happily.

Gwen: "Don't forget you saved me too. Thanks, Stan." Gwen reminded sincerely to Stan who smiled and scratched his head replying, "Um... What are friends for?"

"Yeah, well that's what heroes do best: Rescue dweebs," Ben shouted out from the front.

"You are such a major doofus Ben." Gwen responded as Ben laughed and said back, "I know you are, but what am I?"

"A good friend Ben. A good friend." Stan finished the conservation with as the Rust Bucket drove on to its next destination.

 **Authors note. Thanks for reading the new and improved Chapter 2 of Stan 10!**

 **Remember to Read, Review and Favourite. :)**


	3. Chapter 3: The Krakken

**Disclaimer: This is a non-profit fan fiction made by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Authors note: Here is the revamped version of Chapter 3!**

 **Like the past two chapters, the content has been improved and updated!**

 **Remember to Read, Review and Enjoy!**

Italics: _Thinking._

Previously on Stan 10: Stan Hopkins and the Tennyson trio had left the campsite behind and moved on to Washington D.C. where they encountered the mad scientist, Dr Animo.

Animo had created a device that caused unique genetic mutations in animals and other prehistoric creatures to get a precious reward that he wanted so much.

Also, Stan learnt the responsibility of having a reward for the hard work you put yourself for and that it is about friends and family, not the reward you get creating a similar parallel to Dr Animo.

Once Dr Animo had been stopped for good and the B.C. crisis ended, the group left Washington D.C behind and moved onto a lake site where a legend involving a fishy tale is about to commence...

Chapter 3: 'The Krakken.'

It had been almost 24 hours since the group had left Washington D.C.

Currently, the group was in Lake Anna State Park, a large state park home to a significant lake that was 13,000 acres large and seemed to go on forever being one of the largest lakes in the D.C. area that was home to a variety of facilities and activities such as boating, swimming and parasailing.

The full bright moon also dominated the thick cloudy sky as various animals and bugs could be heard chirping near the lake whilst people could also be heard from the other side of the camping site as well faintly.

The Rust Bucket was parked to the side of Lake Anna as Stan and Gwen watched Ben run off a nearby wooden pier that extended outwards to the lake.

SPLOSH!

Ben laughed happily as he emerged from the murky water wearing a pair of blue swimming trunks shouting out loudly, "And he scores: Yes! Perfect! Yeah! 'Imitates crowd cheering' and the crowd loves him!"

Stan looked on awkwardly before he gave a thumbs up to Ben while Gwen sighed to herself rolling her eyes muttering, "A perfect dweeb is more like it."

"Come on, dive in guys!" Ben replied happily as Stan stated back, "Um no thanks, I don't even have my swimming clothing on."

Gwen froze in disgust before she shined a flashlight at Ben muttering, "Are you kidding me? Please! Who knows what nasty slimy things are slithering around in there? I rest my case."

"What's the point of camping by the lake if you're afraid to get wet?" Ben asked grinning slightly before he moved his left arm in the water.

SPLASH!

A small wave of water then splashed onto Stan and Gwen and the wooden boardwalk before they both glared at Ben annoyed and soaking as Ben laughed from the lake.

"Ben! What ails you?! Messy... Messy..." Stan shouted outraged before he quickly began to clean himself hearing Gwen shout out, "Knock it off, midget, I'm telling Grandpa Ben!" she yelled to Ben before she huffed and walked away from the lake.

"Oh come on Stan, you are not a chicken are you?" Ben asked Stan who replied bluntly, "Ben, reality check 101. It's late and we need to sleep. Now please get out of the lake or else I will use Four Arms and drag you out."

Sighed, Ben reluctantly began swimming back to the pier not noticing that the water behind him bubbled slightly...

Bubble... Splosh...

"Uh, Ben do you see that?" Stan shouted out to Ben who replied, "What are you talking about?"

SPLASH!

Freezing in horror, Stan whimpered in fear, "Ben you might want to check behind you..."

Confused, Ben turned around and noticed the bubbling water as he muttered, "What the?"

SPLOSH! SPLASH!

A giant green-scaled sea monster slowly rose up from the water with two giant tendrils and a huge green neck rising with it.

"ROARRR!" The sea monster called out as Ben panicked yelling, "Oh my god... STAN!"

"Hold on Ben! I'm coming! Stan yelled as he began running towards the pier.

BEEP!

Activating the Omnitrix, Stan slammed down the exposed core and transformed.

FLASH!

A large flash of green light covered the young Human before the light faded just as quick with Four Arms running out of the light before the Tetramand jumped into the lake.

WHOOSH! SPLOSH!

Remerging from the water, Four Arms glared at the sea monster before shouting out to Ben, "Ben get to the shore now!"

SWOOSH!

Ben quickly swam past Four Arms who looked at the sea monster only for him to feel a slimy and gross tentacle wrap around his leg.

"GAH!" Four Arms yelled in surprise as the giant sea monster used the tentacle to swipe the Tetramand up towards its mouth before both started at each other.

"RAGHHH!" The sea monster growled as a large amount of junk and goop was sent flying onto Four Arms who gagged smelling the creature's mouth before replying, "Ugh... I'll need a good shower after this..."

THWOOSH!

Four Arms clutched his eyes as the sea monster had thrown the Tetramand twenty-five meters into the air before...

SPLASH! BLAM!

Four Arms crashed into the water with a large splash that could be seen from the shoreline.

SPLOSH!

Gasping, Four Arms emerged from the water a few seconds later soaking as the Tetramand shivered slightly in the cold air.

"I've got to fight back," the Tetramand muttered as his eyes scanned the water for the sea monster.

THWIP!

Looking down, Four Arms noticed a giant tentacle grabbing hold of his foot before he was dragged down into the depths of Lake Anna.

Then a giant tentacle grabbed hold of Stan via his back as it dragged him down to the depths of Lake Anna as he continued to splutter struggling to hold his breath.

Struggling to hold his breath, Four Arms panicked thinking, _" I... c_ _annot breathe... Need oxygen..."_

THWOOSH!

The sea monster then dragged Four Arms down before the Tetramand turned around and froze in shock.

A giant blue eye was staring at him with interest and curiosity.

THUNK! SWOOSH!

Panicking, Four Arms opened his mouth and began to struggle violently managing to escape out of the monster's tentacle before the Tetramand frantically swam to the surface using his thick arms whilst the sea monster watched on from below.

A few seconds later...

SPLOSH!

Four Arms emerged from the water panicking and shaking in fear as he looked around trying to find the beach as Ben shouted out, "Stan, over here!"

Noticing, Ben waving at the beach in the distance, the Tetramand slowly and poorly swam over to the shore before he washed up on the beach.

THUNK!

Running over, Ben quickly noticed Four Arms coughing and spluttering as the Omnitrix symbol on his shoulder started to beep red.

BEEP! BEEP! BEEP!

FLASH!

A large red light then covered the Tetramand as Four Arms reverted to Stan who groaned in pain once the red light faded away.

"Are you alright?" Ben asked Stan who was soaked lying on the beach as he slowly got up before he looked at the lake.

"No way, I'm going back in that lake. Something about it is just plain wrong..." Stan replied exhausted as he stared at Ben.

"Yeah I agree with you, no chance would you catch me swimming in that again," Ben said agreeing with Stan who shook due to the cold.

"Great now let's get back to the Rust Bucket, we need to tell Gwen and Max about what transpired here," Stan replied rubbing his nose.

Ben nodded before the soaking boys began to walk back to the Rust Bucket.

A few mins later...

Gwen and Max were talking in their pyjamas when the side door of the Rust Bucket creaked open where they both noticed a soaked Stan and Ben.

"So what is this Gwen has been telling me, Ben?" Max inquired to Ben who stated, "We have bigger issues to worry about."

"Ben and I were just attacked by a giant lake monster!" Stan blurted out whilst Gwen rolled her eyes and stated, "A giant lake monster? You sure it was your imagination again or maybe something else?"

Stan frowned and looked at Gwen saying back, "But I am not lying I promise, Ben back me up."

"Yeah Grandpa, come on I saw it as well!" Ben added defending Stan as Max calmly replied, "Look, boys, it's 11.00 in the evening, we'll talk about this in the morning, it's late."

"But... I'm not kidding!" Stan sighed sadly as Gwen responded, "Come on joke's over."

"But… But…" Ben whispered as Max finally added, "For the last time go to bed, besides we have an early start in the morning."

Ben and Stan froze in confusion before Ben asked, "Why?"

"We're going on a fishing trip on Lake Anna." Max smiled happily responding as Stan froze in shock yelling out, "WHAT?! But that's not fair! Max!"

Concerned, Max frowned and asked, "Do you have an issue with that Stan?"

"Yeah, Max I do. I don't want to go to that lake again." Stan bluntly stated as Gwen gently responded, "You don't have to go in the lake itself, boats are safe anyway."

"Besides, it's probably nothing to worry about, now let's get to sleep." Max finished off in a caring and fatherly tone.

As Gwen and Max went back to bed, Ben and Stan looked at each other before sighing heavily.

The next day...

It was a very dull and cloudy day as the group was walking near the main boating area of Lake Anna.

Max was leading the group as he carried a fishing rod whilst Ben and Gwen walked ahead with Stan slouched at the back looking very unhappy thinking, " _I can't believe, I've been dragged into this crap. I hate lakes and oceans. Going on a boat or a submarine is just nightmare fuel for me."_

"No really, it was humongous with these red glowing eyes," Ben said trying to convince Gwen and Max as Stan shook his head no longer thinking as he noticed Ben talking.

"That is exactly what it was like! I swear me and Ben are telling the truth!" Stan pleaded with Ben as Max calmly stated, "I'm sure it was just some kind of big fish that's all."

"So yeah, give the mega fish story a rest will you captain dweeb?" Gwen stated to Ben who huffed annoyed whilst Stan sighed heavily wiping his glasses with his hand thinking again, _Why does no one believe me about this giant monster? I mean what if it goes after someone else..."_

"ARGH!" Gwen then screamed.

Confused, Stan noticed a panicking Gwen with Ben holding a large pack of slimy worms in his hand that he had scooped from a nearby bucket of mealworms.

"Breakfast?" Ben mocked Gwen who groaned in disgust.

Gagging in disgust, Stan held his mouth as he shook his head in disbelief at Ben's actions murmuring, "Yet another reason to not like this fishing trip."

Gwen then recovered from the gross-out as she replied out, "Ben! Gross... Ugh... What's with the bucket of slimies?"

"Bait," Max said moving next to Ben.

"Yeah, well I think I am going to pass on the fishing thing. I'll catch some sun instead." Gwen responded before she turned away and began walking away.

"Okay, but you don't know what you're missing Gwen." Max stated whilst Gwen said back, "I'm pretty sure I do."

Once Gwen walked off, he noticed Stan and asked, "What about you Stan, you coming on board?"

"Look I don't fancy going on that lake, because of my fear of deep water and large lakes in general," Stan explained to Max and Ben.

"Come on Stan, it will be fun," Ben said in excitement as Max stated, "Ben's right, nothing beats a good fishing trip every now and then."

Pondering, Stan muttered before finally exclaiming, "True, you both make good points... Plus I am trying to get over my phobia of the water... So sure."

Max smiled and nodded before he turned around to the captain of the medium-sized fishing boat who was organizing some supplies on the boat.

Meet Captain Shaw, a boating and fishing captain who lives in the Lake Anna region.

Captain Shaw is a man in his late 40s to early 50s.

He has thin greyish green hair along with sideburns, his chin is also stubbed.

He wears a tanned fish jacket and olive pants along with a red baseball cap with a tan rectangle on it.

"Captain Shaw I presume?" Max asked before Shaw turned his head and noticed the three standing on the dock.

"Who wants to know?" Shaw responded with a thick gruff voice.

Max then explained back, "I'm Max Tennyson and this is my grandson Ben, we also have Ben's best friend with him, Stan. We chartered your boat today for a fishing trip."

"Well, what are you waiting for, an engraved invitation? Get aboard, I ain't got all day." Shaw stated back before he walked onto his boat.

Ben then smiled happily and was the first to walk onto the boat eagerly as Stan followed on after looking slightly nervous with Max watching them both before he walked on the boat as well.

On the boat, Shaw fumbled around before he acquired some bright orange lifejackets and handed them to Ben and Stan replying to Max, "Before we set off, it's best that the boys wear these lifejackets in case something was to happen."

Max nodded and assisted Ben and Stan in placing on the life jacket's as Shaw sailed the boat away from the docking port.

Thirty mins later...

Stan sighed as he leant across the back wall of the fishing vessel feeling slightly bored and not happy about being dragged onto the lake again after he and Ben nearly got munched up last night.

" _God, this has been a bad day so far, grey skies, going on to the lake again... Ah well, good thing I brought my latest Batman graphic novel with me."_ Stan finished thinking as he continued reading the graphic novel.

At the same time...

Ben was looking out over the edge of the boat looking for something whilst Max was fishing nearby as Shaw focused on sailing the boat.

"So anything interesting to catch out there today?" Max inquired Shaw who replied, "More then you can imagine. Oh, and it looks like your boy is using his breakfast as chum."

"Hmm..." Ben groaned as he dangled over the edge of the boat seemingly throwing up.

Worried about Ben, Max asked, "Ben are you feeling okay?"

Ben then moved his head back up and responded to Max, "Yeah, I'm just keeping an eye out for the lake monster, that thing is not taking me and Stan by surprise this time."

Max then raised his eyebrow confused whilst Stan was then shown walking over asking, "So spot anything interesting yet?".

Before someone could reply, Ben's eyes widened in surprise as he spotted something.

"Hugh! There it is!" Ben yelled as Stan's eye's widened in shock muttering, "Oh no... not again..."

Max, Ben and Stan then watched over the edge of the boat for the "monster" as it flowed by.

Only for the reveal to be a large branch with some moss and other debris on it giving it the look of a sea monster when in reality it was not that.

Ben blushed in embarrassment muttering, "Oh my bad." as Stan sighed in relief saying, "Phew."

"Now boys, this is a fishing trip, not a monster hunt," Max told the boys as Shaw then dropped a major bombshell.

"It's called the Krakken," Shaw stated casually as everyone looked at Shaw confused.

"What? The Kraken from ancient tales?" Stan asked Shaw confusedly who replied, "No not that, it's called the Krakken."

Understanding the difference, Stan said, "Oh right." just as Ben questioned Shaw, "Whoa; you know about it?"

"It's my business and all about it," Shaw replied as he fumbled around his coat pocket and got out a picture as he handed it to Stan.

Looking over the picture, Stan used his glasses to analyze all the details before he handed the picture to Ben who looked at it as well whilst Shaw monologued, "I've been on its tail for years, folks say my rudders not right."

"Why doesn't that surprise me?" Max stated in surprise as Shaw added on, "Sightings go back hundreds of years since on this very lake since 1904. Some say it's a myth, not me."

"Most rumours don't turn out to be true unless there are other historical accounts involved," Stan replied in response using his knowledge to question Shaw's belief.

"Well, this one's true lad. I could take you to a spot where I laid eyes upon the beast. That is if you got the stomach for some real adventure." Shaw said smiling turning to the group before he continued to navigate the boat onwards.

Max then looked at the boys as Ben was smiling happily begging to find the Krakken whilst Stan smiled slightly at Max too who said, "Right, That's it, I want to find out if this thing is real and then you will believe me and Ben from last night!"

"Nice one Stan, what do you say Grandpa? Please?" Ben stated happily to Max who shrugged and replied, "I guess so boys."

"All right!" "Nice!" Both boys cheered happily as Max frowned slightly.

A few mins later...

Shaw was showing Stan and Ben all the tools he was using to find the Krakken as Stan asked, "So what equipment do you have to find this thing?"

"Sonar, High-Def video setup, Ultrasound, I've got it all. And I will find it, mark my words, I can't hide forever…" Shaw stated to the two kids.

Tap. Tap. Tap.

Confused, Stan turned around and noticed Max wanting to talk to him, nodding back, Stan tapped Ben's back who said to Shaw, "Um, could you excuse us both for a sec?"

The trio then walked away from Shaw and met at the back of the boat where Max crouched down and put his hand on Ben shoulder saying, "Stan, Ben; I don't want you two to put too much stock into what Mr Shaw says. I don't think he has both oars in the water if you know what I mean."

"Why? Just because he saw the Krakken too?" Ben muttered in annoyance before he walked off as Stan added, "Max, I'm going to say it one more time, we saw a freaking sea monster."

Stan then walked away from Max and went back to the corner reading his graphic novel as Max sighed heavily as well.

Twenty mins later...

The boat was still driving across Lake Anna to the spot where Shaw said had spotted the Krakken, however before it could proceed further, Shaw noticed that the part of the lake had been sealed off.

Various cones were floating on the water along with yellow banners between the cones saying, 'Do not Enter' in a thick bold black text, Stan also noticed the blockade, frowning as he rubbed his brown glasses standing up along with Ben and Max as they looked on as well.

"Do not enter?! What the hell is going on?" Shaw ranted in confusion as Max stated, "This looks official, maybe we should turn back."

Rolling his eyes, Shaw ranted back, "Nonsense this be my lake, and I'll go where ever I…"

"Fishing boat, stop where you are." Someone shouted out with a megaphone.

Confused, everyone on Shaw's boat turned and noticed another smaller boat as it pulled over.

Before Shaw could keep ranting, someone used a megaphone from another smaller boat as it pulled over.

On the smaller boat, three men wearing thick blue suits were seen, and they were all wearing the same outfit with a logo on it, The Friends of Fish.

Also, the boat had a F.O.F logo on it as well.

A tanned skin man then walked over who had a thick goatee and a clean shaved head of brown hair.

This is Jonah Melville, the founder of 'The Friends of Fish' group.

"I am Jonah Melville, the founder of Friends of Fish. We've closed this section of Lake Anna for an environmental study; you'll have to turn your boat around." Jonah stated introducing himself politely.

"Who's going to make me fish hugger?" Shaw muttered under his breath as Stan mumbled to himself, "Friends of Fish? I've never heard of that group before."

"Well since I chartered the boat for the day, I believe I'm in charge. Isn't that right captain?" Max asked Shaw who grumbled and stated, "Fine, I suppose I might as well."

"But what about the Krakken?" Ben asked everyone else as Jonah laughed and replied, "The Krakken? Not that old fish story, look I'm a marine biologist and anyone who tells you that they have seen a monster in this lake is casting without a hook."

Ben glared annoyed at Jonah as Stan said to Ben, "Maybe it's best we get back now."

"You do realize it's still out there right?" Ben responded to Stan who stated calmly, "Yeah I do Ben, I do. We'll figure it out."

Thirty mins later…

Shaw sighed feeling bored and disappointed as he continued to manoeuvre the boat towards the dock with the smaller boat leading ahead.

BEEP!

Shaw's eyes widened in surprise as he noticed a large blip appearing on the boat's sonar moving closer and closer...

"The sonar! We found something!" Shaw muttered in surprised as he moved outside the cabin.

SPLOSH!

Behind the ship, a large shark-like fin emerged from the water as it moved faster whilst the group watched on as Ben shouted out, "Or something found us, Look!"

"Is that a shark of some kind?!" Stan said in confusion before Shaw stated in awe and shock, "No lads, it's the Krakken!"

SPLASH!

The fin then vanished under the water as the boat shook significantly with the Krakken passing underneath the water as the waves churned and sploshed violently as Max held onto both Ben and Stan in his arms.

"It's heading for the Lake Anna docks!" Shaw realized in shock as everyone else shouted, "Gwen!"

Gwen sighed happily as she relaxed on the edge of the Lake Anna docks humming as she enjoyed the view of the lake noticing other people socializing and relaxing out on the waterfront.

"Ah finally a little sun and with my big-mouthed cousin nowhere in sight. I can just lay back and relax." Gwen stated happily not noticing the Krakken getting closer to the shore.

At the same time...

HONK! HONK!

Shaw grunted in annoyance as no one noticed the Krakken approaching as his attempt to warn the public failed with the ship's horn.

"Oh crap, It's not working!" Stan nervously stated to Ben and Max who continued looking at the shore and beachfront.

Back at the beach, various people on the dock were talking in confusion as Gwen muttered, "How many times does doofus thinking I am going to fall for this?"

And then the Krakken appeared.

SPLOSH! SPLASH!

The head and the full body of the Krakken came soaring up from the water as it revealed it's a full-body before it looked at the large crowd.

"ROAAAARRRRRR!" the Krakken yelled making its presence known as the roar blasted across the area for miles.

On the near beachfront, people began panicking and screaming as the crowd ran for their lives as the resort quickly descended into chaos and madness.

SPLASH! SLAM! CRASH!

Roaring, The Krakken slammed down its large head onto the wooden dock Gwen and some other civilians were on.

CRACK! SPLOSH!

Pieces of the dock and other debris went flying into the air along with the people that were flung into the air before they fell into the water splashing in one by one as Gwen looked on in shock soaked whilst other people were panicking and screaming.

"That's not Stan... Oh my god, they were right!" Gwen realized in horror before she began swimming away from the creature.

"ROARRR!" The Krakken once again roared angrily into the air as it prepared to rampage and cause chaos.

Back on the boat, Shaw studied the creature with a pair of binoculars still in awe and shock declaring, "I told ya, it's real! The Krakken lives."

"Sail now, gloat later," Max responded to Shaw who went back to the main captain's cabin beginning to move the boat away from the Krakken.

Max then kneeled to Stan saying, "Someone's got to save those people."

Nodding back, Stan replied, "I've got this, Stinkfly should get the job done in record time."

"Good luck," Ben stated as he moved his hand in a bro fist position as Stan smiled and bro fisted Ben back.

Thump!

Smiling, Stan waved to Max and Ben before he quickly ran to the back of Shaw's boat.

Once he was out of sight, Stan crouched down and activated the Omnitrix as the dial popped up whilst he heard people screaming in panic and fear as the Krakken roared again.

BEEP!

"Okay, let's see what I can use," Stan muttered as he turned the dial.

Skirt...

The silhouette changed from Four Arms as a new silhouette appeared. It was a humanoid fish-like alien that had a green angler bulb on its head.

"A fish alien? Nah I don't think so." Stan muttered as he flicked through the silhouettes before he stopped on Stinkfly's silhouette.

Grinning happily, Stan yelled, "Stinkfly to the rescue!"

FLASH!

A bright green light enveloped Stan as he felt his mind blacking out and becoming quicker whilst he plunged into the water as the green light then glowed under the water before fading.

SPLOSH!

XLR8 then popped up from the water coughing and spluttering as the Kinceleran noticed his form replying in annoyance, "Hey I said Stinkfly, not XLR8! Curse my mishandling of the watch!"

Slightly annoyed, XLR8 turned his head and noticed the Krakken chasing Gwen and two other civilians who were swimming for their lives struggling to keep up.

"Here goes nothing," XLR8 muttered as his visor then dropped covering his face before he began to swim very quickly using his motorized feet as energy like a propeller.

SKIRT! THWOOSH!

As XLR8 launched across the water, the Kincerelan ended up skating on the water. Surprised XLR8 initially struggled to control his movements sliding on the water top shouting out in surprise, "This reminds me of that scene from the Incredibles!"

Regaining control XLR8 skated across the water as the Kincerelan narrowly reached Gwen just as the Krakken was about to swallow her up.

THWOOSH! SNAP!

"ROAR!" The Krakken bellowed in anger as a shocked Gwen shouted, "Whoa!" as XLR8 sped over to the beachfront before the Kincerelan dropped off Gwen onto the empty sandy beach.

"You okay Gwen?" XLR8 asked concerned about Gwen's safety as she coughed and replied, "I think so, thanks for the save."

Smiling, XLR8 then asked Gwen, "You're welcome, now please step aside."

Gwen nodded and stepped aside from XLR8 as the Kincerelan turned around and activated his roller balls on his feet.

THWOOSH! ZIP!

XLR8 then blasted off as sand was launched into the air as the Kincerelan skirted on the water again as he zipped towards the Krakken thinking, _"I need to save those people ASAP!"_

Swooping in XLR8 spotted the remaining three people struggling to swim in the water as the Kincerelan grabbed hold off the people.

ZIP! ZAP! ZOOM!

Surprised, The Krakken watched on as XLR8's blue blur zipped by before it blasted off away from the sea monster back to the beachfront as Gwen then watched XLR8 dropping off the remaining three people.

"Are you three alright?" XLR8 questioned the civilians who looked at the alien.

"Yeah we're fine." a middle-aged woman replied as an old man complimented XLR8 saying, "Thanks for the save!"

A smiling boy then asked XLR8, "Whoa! What's your name?"

XLR8 then grinned declaring, "My name is XLR8 and I'm here to save the day!"

THWOOSH!

The Kincerelan then vanished running back onto the surface of Lake Anna whilst the others watched on.

At the same time...

"Get us the hell out of here!" Jonah ordered another member of his crew on the small Friends of Fish boat, as Jonah watched the Krakken clutching another small boat.

THWOOSH!

The Friends of Fish boat then blasted off away from the Krakken as the giant monster noticed the small boat fleeing the area.

"ROAR!" The Krakken growled as the giant creature dropped the boat.

CRASH! SPLOSH!

The boat crashed into the water with a large wave as the vessel slowly tilted and capsized sidewards into the lake whilst the Krakken dived after the F.O.F boat.

ZIP! THWOOSH!

Running across the water, XLR8 sprinted across the water towards the F.O.F boat as the Krakken then dived up in front of the boat.

SPLASH!

"ROARRR!" The Krakken roared angrily at the F.O.F boat which quickly skidded and tried to turn away from the Krakken.

THWACK!

The F.O.F boat was struck by one of the mouth tentacles the Krakken possessed.

The impact was catastrophic.

The boat was sent spinning on its side as the crew struggled to regain the boat as the Kraken prepared to sweep in and attack.

ZIP! THWOOSH!

XLR8 then beat the Krakken narrowly as the Kinceleran also span around faster and faster.

SPLOSH! WHOOSH!

A small waterspout formed around XLR8 that grew to the size of the Krakken as the giant sea monster roared before it dived back into the water retreating into the depths.

SPLASH!

Once the Krakken dived into the water, XLR8 finished spinning as the waterspout dissipated into nothing.

THUNK!

XLR8 then used a front jump to land onto the F.O.F boat near the shocked crew members asking, "Are you guys okay?!"

Before Jonah could reply, the Krakken moved to the front hull of the boat roaring as per usual using its giant tentacles to grab hold of an old wooden cannery box.

GRAB! THUNK! SCREECH!

"Our rare supplies!" Jonah yelled in shock quickly running towards the crate as he grabbed hold of whilst the Krakken dragged him along with it.

"Oh no, you don't!" Jonah muttered angrily as XLR8 zipped to the front of the box clutching the tentacle with his thick claws declaring, "This is revenge for last night you freak!"

XLR8 then moved his feet on the ground like a motor engine as they scrapped on the ground and the tentacle causing the Krakken to howl in pain.

THUNK! CRACK! WHACK! SMACK!

"Howl!" The Krakken roared as it let go of the wooden crate.

WHOOSH! CRASH!

Both XLR8 and Jonah went flying back with wooden crate skidding onto the deck of the boat.

Frantically Jonah ran over to the wooden crate as XLR8 flipped upwards glaring at the Krakken in anger.

"ROAR!" The Krakken howled as it made one last attempt to snatch the crate as XLR8 then slid underneath the creature's mouth taunting, "DING DONG! Who's there?!"

THUNK! SMACK! CRACK! THWACK!

XLR8 then kicked his feet below the Krakken's mouth faster and faster causing some bruising to appear on the creature's mouth.

"Right..." The Krakken yelled in agony before it dived back into the underwater abyss it came from as XLR8 watched on in triumph.

"Man... good thing he's gone," XLR8 mumbled to himself before the Kinceleran turned around to the other crew members.

Freezing, Jonah awkwardly replied, "Ah… Thanks for the hand and the feet uh lizard guy."

Annoyed, XLR8 hissed slightly in annoyance with his visor popping up as the Kinceleran questioned, "What's so important in that crates that you would risk your life for it?"

Jonah gulped slightly replying, "Umm... Our Lunch."

"You mean to tell me you almost got munched for a few sandwiches?! I don't believe you. You said and I quote 'Rare supplies.'" XLR8 quoted back in response.

Before Jonah could reply, one of the Krakken's tentacles appeared from out of the water.

SPLOSH! CRASH!

The tentacle then grabbed the wooden crate before the Krakken dragged it back into the depths as XLR8 noticed the creature thinking, _"Fine, this thing wants a second round?"_

BEEP! BEEP! BEEP!

Confused, XLR8 noticed the Omnitrix symbol on his chest flashing red as the Kincerelan stated to Jonah's group, "Uh, oh; Sorry I've got to run!"

XLR8 then jumped back onto the surface of the water as the Kincrelean ran back to Shaw's boat where Ben and Max watched XLR8 getting closer.

BEEP! BEEP! BEEP!

Ignoring the flashing Omnitrix symbol XLR8 muttered, "Almost there… I think I'm going to…"

FLASH!

A bright red light covered XLR8 as the Kincrelean morphed back to Stan now wearing a lifejacket flying into the air yelling, "Me and my big mouth! ARGHH!"

SPLASH! SPLOSH! KA-SPLASH!

Stan then flew into the water skidding across until he landed in the water near Shaw's boat before he reemerged from the water coughing and spluttering struggling to swim whilst his lifejacket managed to keep him from drowning.

"Help me! I can't swim very well!" Stan pleaded loudly as Max and Ben noticed him struggling to swim.,

"Man overboard! Shaw, Stan is overboard, bring the boat around!" Max ordered Shaw as Ben yelled, "Hold on! I'll get a lifebuoy!"

As Ben ran off to get a lifebuoy, Shaw manned a large harpoon gun hearing Max pleading as he also noticed the Krakken diving back into the lake.

"Next time, you're in my sights, you won't be so lucky," Shaw muttered as he walked to the captain cabin and turned the boat around to where Stan was.

In the water, Stan shouted out to Ben, "Ben! Throw the lifebuoy towards me!"

Nodding, Ben threw the lifebuoy into the water near Stan who grabbed it and gripped on tightly.

SPLASH!

Gripping the lifebuoy tightly, Stan noticed that Max and Shaw were dragged the lifebuoy with a wooden rope towards the side of the boat where a steel ladder was present.

Slowly climbing up the ladder, Stan made it to the top as Max slowly helped him up back onto the boat deck before he collapsed onto the metal boat shaking and shuddering due to being exposed to the cold and soaking water.

Shocked at Stan's condition; Shaw told everyone, "It seems like the lad needs to go back to shore, I'll get us back in a few mins."

As Shaw walked back to the cabin of the boat, Stan whimpered lightly, "So cold..."

"Hang on Stan, we'll be back shortly," Max said comforting Stan as he wrapped a blanket over him.

A few mins later...

When Shaw's boat arrived back at the docking area, chaos had swept the Lake Anna resort in the aftermath of the Krakken's rampage as the group stepped off onto the mainland.

Dozens of people were trying to get inside the reception area attempting to book a refund and leave whilst a large crowd of people that were camped were seen pitching their tents away and trying to pack up their belongings quickly, whilst emergency services on the scene were struggling to keep control.

Various debris and ruins of boats were also washed up onto the shore as Stan coughed and spluttered with the small group heading to the Rust Bucket.

Gwen who was sitting down near the door stepped up and noticed the group walking over saying, "There you guys are... Stan?!"

Max was shown to be holding Stan who coughed and spluttered soaked before replying, "Long story..."

A few hours later...

The moon shined brightly in the cloudy night sky with the thick clouds had cleared up as mass evacuations occurred at Lake Anna below.

Various cars were driving out of the campsite as officials directed the civilians out of the campsite, also, a large cleanup effort was occurring as workers sealed off the Lake Anna beach and dock with banners blocking the site.

At the same time, The Rust Bucket was parked near the exit of the campsite with a warm fire blazing around the vehicle as Stan who was wrapped up in a green blanket enjoyed the warm roasting fire as The Tennyson trio talked about the events that had occurred at Lake Anna.

"See I told you so, that was the same thing that tired to munch me and Stan last night. Captain Shaw, Stan and I were right." Ben stated to Gwen and Max.

"Yeah I know it sounds crazy but with everything else I have seen this week, nothing could surprise me anymore," Stan replied defending Ben.

Max then nodded and said back, "Speaking of which, I want you kids to stay away from Shaw."

Suprised both boys exclaimed in confusion, "Why? as Max explained, "Just because he was right about the Krakken does not mean I was wrong about him. I want you boys to stay away from him, he's trouble."

"You're just being stubborn." Ben grunted in annoyance as Gwen replied, "Yeah don't you just hate people like that?" with Stan adding, "I think Max has a good point, Ben."

Nodding Max said to the kids, "We'll leave this to the experts this time, like those Friends of Fish guys."

"Experts?! Who better to snag the lake monster then the person who has the monster hunter on his wrist." Ben shouted out pointing to the Omnitrix on Stan's right arm.

Glaring, Stan angrily responded with, "Hey don't look at me like that Ben! I am not stepping into that lake again."

"I'm sorry Ben, but this is just going to have to be the one that got away," Max said agreeing with Stan who smiled back in response.

"Low down no good fish kissers..." Shaw muttered in annoyance walking over to the Rust Bucket as Stan whispered, "Can't we get a break from this lake drama?"

"Captain Shaw, what is it?" Ben asked with concern feeling worried.

"The nerve of those enviro punks! They shut down the entire lake; nobody tells me where to sail on my lake! And nobody's going to stop me from reeling in the catch of the century. Nobody." Shaw ranted angrily walking off back to his boat.

"Well, I say that's the last we have seen of him," Stan replied breaking the silence awkwardly.

"How could you be so a jerk Stan?!" Ben shouted in outraged having enough of Stan's cocky attitude as Stan's eyes widened in outrage back causing him to glare back at Ben as Gwen and Max watched on shocked.

"Me, a jerk?! Don't even go there, Ben..." Stan glared muttering angrily at Ben.

Annoyed with the argument, Gwen intervened saying, "Guys quit this, you're both acting like five-year-olds!"

"You have to get over your fear of the water! Snap out of it and be a hero!" Ben shouted to Stan ignoring Gwen.

"I AM NOT A HERO!" Stan yelled emotionally surprising Ben and the others as Max intervened, "Alright enough of this! Stop arguing or else…"

However, Stan interrupted Max ranting loudly, "No wait! Let me say why I am like this... I am just a nerdy boy who was always bullied and picked on back in school by J.T. and Cash! Plus a hero should not be afraid of dumb things like the deep water! I think you would have been better off with this watch! I'm not a good hero..." Stan finished off before he looked down at the ground in sadness.

Shocked, Ben apologised stating, "Stan I'm sorry for being like that to you."

"No... It's me who should be sorry Ben. I was being very rude to you." Stan responded sadly looking down at the ground.

"Hey, Stan, look at me." Ben then gently said to Stan who looked at Ben continuing, "Look in my opinion; I think you deserve the watch more than I did."

Confused, Stan questioned Ben, "What? I mean but..."

"No buts. Stan, if I had the watch I would be doing stuff like goofing off and messing about. But you? You only use the watch to help others mainly and the only time we screwed up was when you went Grey Matter and we trashed the cereal aisle a few days ago." Ben fully explained to Stan.

"I guess you are right... But still, I just can't get over my fear of the deep water that quickly, I mean I tried to earlier..." Stan sadly replied to Ben.

"Trust me I understand where you are coming from, I am scared of clowns, dweeb here hates tight spaces and I am sure Grandpa Max has a fear of something," Ben responded.

"You know what? You're right, I need to learn to get over my fear of this deep water and embrace the change it may occur." Stan stated having realized he could work to get over his fear.

"Hey what are best friends for Stan?" Ben asked Stan who replied with, "You said it, Ben."

Stan then raised his hand for a high five as Ben high-fived him back with Gwen and Max smiling with Gwen muttering, "Boys, never understood them and never will."

"Alright kids I think we have had enough emotional drama for today, let's get a good night sleep, we'll be setting off early tomorrow," Max stated to the kids.

Max then doused out the fire with the group walking back to the Rust Bucket with Stan thinking cheekily, " _Hang on Shaw; you're getting a crew member for this late-night voyage!"_

Twenty mins later…

Captain Shaw's boat slowly left the docks of Lake Anna behind with an eerie fog now present over the lake creating a very tense and dark atmosphere with Shaw sailing the boat away from the beachfront.

Back at the Rust Bucket...

TAP! TAP! TAP!

Gwen groaned in annoyance tapping on the toilet door before asking, "Come on Stan, what did you do fall in?"

"Just give him time, dweeb." Ben muttered in response as Gwen fired back, "Doofus."

Yawning slightly and feeling tired, Max sighed and opened up the toilet door.

Creak...

It was empty with a yellow sticky note stuck to the lid of the toilet.

Leaning down and grabbing the note, Max mused, "Someone left a note here."

"What does it say?" Ben asked as Max read the note loudly, "Dear Tennyson trio If you are wondering where I am. I have snuck onto Shaw's boat to help him find the Krakken, You are probably wondering why I have done this. But don't worry about me, hopefully, I and Shaw will be back soon. Stay safe, Stan Hopkins. P.S. You can get Ben to thank me for doing this."

Annoyed, Gwen and Max glared at Ben who shrugged and said, "What?"

Back in Shaw's boat...

Shaw grunted as he finished placing a green diving suit over his clothing when...

CLANG!

A bucket groaned and tipped over outside causing Shaw to hear the clang as he stepped outside grabbing a wooden oar declaring, "Hey! No stowaways on my boat even if you are a filthy rat."

THWOOSH!

Shaw then took off the cloth cover and was prepared to strike the oar down when he noticed Stan wearing an orange lifejacket sitting on the floor below.

"Uh, first mate Hopkins reporting for duty sir?" Stan responded nervously with a guilty look covering his face.

Shocked, Shaw raised his eyebrows and placed on the wooden oar to the side asking Stan, "What are you doing on my boat boy?"

"To help you find the Krakken of course, why else?" Stan bluntly responded as Shaw sighed and replied, "Fair enough I suppose, welcome aboard."

Grinning slightly, Stan moved off the floor and followed Shaw back to the boating cabin before asking, "So how long have you been looking for the Krakken then?"

"Like I said earlier many years," Shaw said back focusing on sailing the boat.

"Could you be more specific at least?" Stan asked Shaw again who replied, "Fifteen years."

Shocked, Stan muttered, "Whoa. That's a long time to be hunting this thing."

BEEP! BEEP! BEEP!

Shaw grinned muttering, "We're getting close now, I'll stop soon, in the meantime... Why were you acting so odd earlier?"

"Well, I have a fear of deep lakes and I was nervous about the Krakken attacking me and Ben again. I still don't know why I was trying to deny that fear, plus I don't think the Krakken was attacking earlier... I think it was searching for something." Stan fully explained with his emotions pouring out.

"There's nothing wrong with being scared of fear, sometimes I worry as well. And just what could the Krakken be looking for?" Shaw questioned Stan.

"I have no idea and that's why I need to find him with your help." Stan responded as Shaw smiled rarely to Stan saying, "Ay lad, I agree with you, we'll find her in no time and then I will make the catch of the century."

Twenty mins later...

Shaw's boat was now anchored in the lake floating in the area where the Krakken had been sighted by him.

"She's probably been chased down deep by our fishy friends, the only way to flush her out is a little live bait," Shaw replied strapping a scuba tank to his diving suit along with putting on a diving mask.

"Um, maybe I should go with you, you know just in case," Stan suggested to Shaw who responded, "No need lad, I got what I need right here."

Shaw then walked over to boat holding a large harpoon before replying, "Wish me luck."

SPLOSH!

Shaw then jumped into Lake Anna and began diving down as Stan began thinking, _"I'd better go down there and see if he needs a hand, maybe it's time I give the fish alien a test run."_

Looking around the deck Stan noticed a spare light brown scuba diving jumpsuit nearby with a diving mask and scuba tank near it.

"Maybe I don't need to go alien after all..." Stan muttered before he walked over to the scuba diving equipment.

CLASH! CLANG! THUMP!

A large series of comical clangs and bumps were heard as Stan then emerged wearing the diving mask on his face the wrong way before he mumbled, "Where's a guide when you need one?!"

A few moments later...

All was quiet under Lake Anna as Shaw slowly swam through the murky dirty waters of the lake swimming over some seaweed.

SWOOSH!

A school of small fish swam past Shaw as he continued to dive downwards where he noticed a tentacle slither by him.

Eye's widening in surprise, Shaw aimed the harpoon gun at the tentacle for it to float by.

Revealing a giant piece of kelp.

Sighing Shaw continued diving downwards until he arrived at the bottom of the dirty and sandy lake.

Noticing an old wooden shipwreck, Shaw swam downwards to the decaying shipwreck landing near it.

Discovering a large crater in the wooden structure, Shaw noticed a large orange ball with thick red stripes running across it.

"Well, I'll be damned… I finally found her nest." Shaw realizing in shock not noticing something swimming behind him.

SPLOSH!

Turning around, Shaw was about to fire the harpoon gun only for Stan wearing the diving suit was looking at him as Shaw shook his head in disbelief before he used his hand to gesture Stan to stay in the water as Stan nodded back.

SWOOSH!

Shaw then began to swim back to the surface whilst Stan looked down at the round ball sac in confusion talking in awe in his mask, "What is that? It looks like a ball or something, but why is this here?"

Back on the surface...

SPLASH!

Shaw emerged from the water having swum upwards to the surface before he noticed another small and more deadly silver speedboat had anchored next to Shaw's boat.

Frowning slightly, Shaw swam over back to his boat and began to re-climb up the ladder.

Clunk... Clunk... Clunk... WHAM!

Shaw grunted in pain as he noticed someone grabbing hold of him before he was tossed onto the boat dazed and stunned.

Slowly, Shaw noticed three men all wearing silver jumpsuits and mercenary style armour and gear on them with several pistols and weapons.

"Don't you know night time diving is dangerous, old-timer? Unless of course, you went with a friend..." One of the mercenaries stated to Shaw who glared and replied, "I work alone, I ain't got any friends you silver pricks."

SPLASH!

Meanwhile, Stan resurfaced from the deepwater shaking his head before he noticed the mercenaries moving closer to Shaw.

THUNK!

Shaw grunted as two off the mercenaries forcefully subdued him forcing him to stand up whilst the lead mercenary confronted him.

Knowing how dangerous Humanity could be, Stan slowly moved his body back into the water only exposing his head whilst he shook feeling scared whilst he listened to the conservation on the boat.

"Humph, and with a sparkling personality like yours I am surprised you would say that." The lead mercenary stated before Shaw fired back, "Besides I don't have anything worth stealing either."

Glaring at Shaw, the lead mercenary explained, "Ah, but you see you have us all wrong, all we want is some information like what did you see down there you cantankerous old fool."

"Nothing, same as always." Shaw calmly stated as he moved his head closer to the lead mercenary who reached his last straw.

BLAM!

The lead mercenary hurled a large right punch to Shaw's face as he groaned falling over having been knocked out unconscious.

A small bruise formed on Shaw's nose whilst the mercenary cleaned his hand off the blood before he took off his mask.

Shocked, Stan gasped slightly as he discovered the identity of the mercenary.

It was Jonah Melville who cruelly stated to Shaw, "Well, I have to be sure."

Worried, Stan looked at the Omnitrix on his arm as it beeped bright red instead of green as he tried to get it to work as he muttered, "I should have gone alien instead of using this..."

On the boat, Jonah smirked and ordered his goons, "Take Ahab here with us back to the cannery."

The goons nodded and dragged Shaw to the small boat whilst Jonah declared, "We'll come back here with a mini-sub to snatch the rest of the eggs."

Jonah then moved off the larger boat before he moved to his small boat and prepared a sonar beacon.

Beep... SPLASH!

The sonar beacon sank into the water beeping in the blackness as Jonah smirked muttering, "In the meantime, I think this old asses boat just got lost at sea."

Jonah then armed an explosive device before he tossed it onto Shaw's boat as the smaller one drove off.

A few moments later...

BOOM!

Shaw's ship exploded and lit on fire with the oil leaking the vessel which caused another explosion.

CRAKABOOM!

The ship ripped in half as debris and junk flew into the air before the debris landed down in the water.

SPLASH! SPLOSH!

The boat finally started to sink into the depths of Lake Anna as a pool of bubbles and air pressure started forming on the surface with the groaning vessel finally sinking into the lake.

SPLOSH!

Stan gasped as he saw the boat sinking into the water with the flying debris nearly hit him.

Thinking quickly, Stan ducked his head back into the water and began to swim poorly and frantically narrowly managing to avoid a large amount of debris and junk as the boat sank into the water.

SPLASH!

Resurfacing, Stan gasped as he noticed more debris sinking and popping up from the water as the bow of the boat finally sank into the water with fires and smoke raging on across the water with the burning oil smoking hugely.

"Man that was a close one, Shaw's going to be devastated when he learns his boat is gone, poor guy," Stan muttered in sadness.

BEEP!

Looking at his arm, Stan noticed the Omnitrix having finished recharging with the dial now flashing bright green.

"Okay, here we go again, this time don't slam down the core..." Stan murmured as he activated the button of the watch with the silhouette of Stinkfly popping up.

"It's hero time." Stan declared before he tapped the exposed core of the watch.

FLASH!

A large flash of green light covered him and the nearby area before it faded.

BLAST! THWOOSH!

Stinkfly blasted off from the water flying off into the air leaving the fiery debris field behind.

"Moan..." The Krakken groaned from beneath the lake having been wakened up by all the chaos.

A few mins later...

The silver boat spread across the lake to the abandoned canary as Jonah laughed to himself muttering, "This might be the best plan I have ever thought off… Soon we will..."

Buzz... Buzz...

"Yo is that a bird?" one of the mercenaries said spotting Stinkfly in the distance. "Nah, looks like a plane." the second one stated dumbly.

WHOOSH!

Stinkfly then emerged from the sky as the Lepidopterran grinned darkly as the mercenaries below looked on in shock.

"It's a freaking bug! Man the harpoons and the 50. Cal!" Jonah ordered his men as they scrambled around grabbing some MP5's from a weapon box.

"Give it up to you idiots! You are busted!" Stinkfly proclaimed loudly as the skirmish began.

One of the mercenaries ran over to the 50. Cal machine gun and began to fire high field bullets from it aiming upwards as the other men began to fire MP5 rounds upwards.

BLAM! BLAST! THWACK!

Stinkfly quickly dodged the bullets by swerving down and upwards as the one mercenary shouted out, "Reloading! Cover my ass!"

Watching upwards Stinkfly swooped down again before yelling, "You punks ain't the only one with firepower!"

Stinkfly then fired goop strands from his eye stalks that covered the boat in slime and goop along with hitting the mercenaries below and covering the boat in slime and goop.

SPLAT! SPLOT!

Two of the mooks looked on disbelief and rage having been covered in Stinkfly goop as the Lepidopterran laughed slightly in the air.

Annoyed at this setback, Jonah ran to the control booth for his boat and flicked several buttons.

Flick! THUMP! WHOOSH!

A series of explosive barrels that were loaded on the back of the boat were launched onto the surface of the water before exploding one by one.

BLAM! BLAST! BOOM!

Shocked, Stinkfly gulped as he managed to swerve and dodge the explosive barrels.

"Whoa! These guys have some serious firepower!" Stinkfly muttered in shock.

Creak...

Looking over, Stinkfly cried out as he managed to dodge a falling tree that splashed into the water.

SPLASH!

A large wave of water caught up to Stinkfly as the Lepidopterran panicked and fell into the water as Stinkfly yelled out, "Not again!"

SPLOSH!

Resurfacing from the water, Stinkfly shook his body now soaking wet with the wings being dripped and soaked.

"Oh crap! I can't flap my wings!" Stinkfly panicked worryingly as the small boat turned around.

"Let's squash that bug once and for all!" Jonah declared madly as Jonah sped up the boat to max speed.

REEV! WHOOSH!

Panicking, Stinfkly began to swim away from the boat poorly as Jonah taunted the Lepidopterran, "What's the matter bug? Too weak to fight and win?!"

Stinkfly merely ignored him and kept swimming until he clambered onto a log dazed as the Lepidopterran tried to flap his wings.

FLAP! FLAP!

Stinkfly grunted as he was unable to dry them as the mercenaries continued to fire at him as well missing the log he was on as bullets pelted the water.

BLAM! BLAM! BLAST! THWACK!

"Come on, come on! Dry off!" Stinkfly said himself as the Lepidopterran looked around for a way to escape,

Thankfully, Stinkfly saw a nearby tree thinking smartly, " _Eureka! That's it! I need to fire some goop and climb up to the tree!"_

Thinking quickly with his bug-like body acting on instinct, Stinkfly fired a massive goop string from his mouth that splattered onto a large tree branch.

SPLOT!

As the mercenaries kept firing at him, Stinkfly sucked on the goo and used it to propel himself onto the tree as the boat narrowly missed the log as it crunched falling apart.

CRUNCH! THWACK!

Painting tiredly, Stinkfly slowly dragged himself into an upper tree branch as the Lepidopterran gripped the branch with his claws hearing the mercenaries talk below.

"Did we kill it?" One of them asked as the other one stated, "I think so."

"Search the area!" Jonah ordered his men as various flashlights lighted the area from the boat.

Stinkfly gulped and quickly lowered his head from the flashlight beam as one of the mercenaries shouted out, "Seems clear boss!"

Jonah nodded back as he noticed the fin of the Krakken swim nearby before Stinkfly carefully peered his head from the branch he was on.

"It's getting too crowded around here! Dump the trash overboard as bait!" Jonah declared barking out orders as he grabbed the now regular clothed Shaw who was still tied up.

As the boat drove off, Stinkfly dried off his wings whilst Jonah and a mercenary threw Shaw overboard.

SPLOSH!

Shocked, Stinkfly noted that Shaw had been dumped in the water muttering, "Shaw!"

Carefully, Stinkfly flew back to the water and grabbed hold of Shaw with his bug-like arms and legs holding him downwards.

THWOOSH!

The Lepidopterran then flew off back to the shoreline in the distance.

A few mins later...

"Almost there..." Stinkfly muttered having spotted the Rust Bucket on the shoreline in the distance ahead.

BEEP! BEEP! BEEP!

And then the Omnitrix symbol on Stinkfly's forehead began to flash red.

"You have got to be kidding me." Stinkfly deadpanned in annoyance.

Back on the shoreline, Gwen was using a pair of binoculars to look out for Stan and Shaw as Ben and Max walked out of the RV.

"Any sign of Stan and Shaw?" Max asked Gwen who replied, "Not yet."

Buzz... Buzz...

"Hey, that sounds familiar…" Ben stated having recognised the sound of Stinkfly's wings.

Looking upwards, the Tennyson trio saw Stinkfly flying quickly as the Lepidopterran gripped onto Shaw tightly as the Omnitrix finally timed out.

FLASH!

A large flash of red light occurred as Stinkfly reverted to regular Stan in mid-air who froze in shock no longer wearing the diving suit.

"Why does this always happen to me?!" Stan yelled before he and Shaw began to plummet down to the ground.

BOING! THUMP!

Stan grunted in shock as he and Shaw bounced up on the Rust Bucket's canopy having landed on it before they finally stopped bouncing.

"Urgh... I hate it when that happens." Stan muttered dazed as he dangled over the canopy whilst the Tennyson trio rushed over to him.

"Stan! What were you thinking about running off like that?!" Max shouted out criticising Stan's actions.

"Sorry guys, but a lot of crazy stuff went down. Get me and him down and then we can talk!" Stan replied as Shaw moaned slightly next to him.

Twenty mins later...

The group was now inside the Rust Bucket with Shaw as Stan admitted sadly, "So sorry, Shaw, but your boat is gone."

Shaw nodded and replied, "Ay those damn fish huggers will pay for this, still thanks for telling me about it."

"Plus there is also the fact the Krakken is a mother!" Stan then stated to the group dropping a huge bombshell.

"Uh, what?" Ben added surprised whilst Max and Gwen watched on in shock.

"Ben; the Krakken has eggs in her nest. No wonder she has been attacking everything recently. Jonah must have been plundering her eggs." Stan fully explained to Ben.

"And I think I know who Jonah is," Gwen replied having done some research about him on his laptop.

"What information do you have on him, Gwen?" Max asked Gwen.

Smiling, Gwen turned her laptop with a bio of Jonah explaining fully, "Thanks, Grandpa, I did a little checking on Friends of Fish and found out that it is not listed on any environmental website."

"Jonah Melville is not a friend to any kind of wildlife, he travels around the world poaching rare animals, and he then crates them up and sells them to private illegal collectors." Gwen finished explaining.

Now knowing what was going on, Stan facepalmed in shock before muttering, "Crates them up... Oh my god."

"What is it?!" Ben asked Stan in worry who replied, "Remember when the Krakken attacked this morning? It snagged a crate off the F.O.F boat; I bet quite strongly that the crate had the Krakken's egg in from earlier."

"Sounds like we were all a little too hard-headed," Max said to Stan who scrunched his hands in anger.

"We've got to stop them before they escape with the eggs. If they escape then who knows how much chaos the Krakken could do looking for her eggs..." Stan cryptically warned the rest of the group.

"Do you know where they went?" Gwen asked Stan who stated back, "Yeah, they said something about an abandoned cannery north of here."

Shaw rolled his eyes and declared, "All this talk does not change a thing. Mommy or not, that beast is mine. Let's go. I have a spare motorboat down at the docks."

As Shaw walked out of the vehicle, Max grinned at the other kids in the room as they nodded and walked out as well before Max locked the Rust Bucket.

"Stan, can I borrow your phone?" Gwen asked him.

"Sure go ahead and call the cops," Stan said back as he handed her his mobile phone.

As the group walked to the boat, Gwen dialled 999 and informed the police before she pocketed it again saying, "It will take a while until the police get here."

"Good, let's do this then," Stan responded as he zipped a life jacket on.

Once the Tennyson trio and Stan were sitting on the motorboat, Shaw carefully untied the rope that connected the boat to the docks.

Rumble... THWOOSH!

Startled, Shaw looked and noticed Max sailing the motorboat away from the docks.

"What are you doing? Get back here!" Shaw shouted out to the group causing Stan to reply, "Sorry captain!"

"You don't know what you're doing! A monster is a monster and I know one when I see one!" Shaw shouted out one last time as Stan sighed and muttered, "No you don't."

As the motorboat speed off into the distance, Shaw looked around with his lantern and spotted a wooden rowboat nearby.

Sighing heavily, Shaw slowly began walking over to the rowboat.

Back with the main four on the motorboat, Stan was sat down at the front as Max drove the boat northwards to the old canary whilst Ben and Gwen were sat on either side of the motorboat.

"You okay Stan?" Gwen asked Stan who replied, "Yeah I am fine, once we get to the canary I get to use a new alien form to save the day."

"What have you got that could work?" Ben inquired Stan who stated, "Well I tried using XLR8 and Stinkfly earlier today but they both had weaknesses for the water. Plus I can't use my other four; so this fish alien should be enough to stop Jonah for good."

Smiling, Ben asked, "What will you call this guy?"

Stan smirked and explained, "I was thinking Ripjaws, like a shark. Ironic is it not? A fish alien stops the guy who steals fish."

Ben and Gwen couldn't help but smile as Stan laughed as well before Max stated, "We're nearly there kids."

Looking around the group noticed a large wooden cannery in the distance as Max drove the motorboat closer.

At the cannery...

Jonah felt happy and victorious.

Currently, the evil poacher was operating a large underwater and futuristic humanoid mech shut that was attached to an industrial crane.

Smirking, Jonah observed the Krakken eggs that he was clutching in the mech suit as the crane carefully lifted him down onto the processing area of the docks as another one of his mercenaries pushed a see-through can with another egg in it.

Beep... Thunk!

The mech suit was hauled onto the docks as Jonah carefully and handed the large egg to the mercenary.

Stick!

The mercenary grunted and struggled to carry the giant egg which he slowly moved to the canister as Jonah warned him, "Careful or you'll be cleaning up the world's most expensive omelette."

HISS!

The egg was then placed into the canister before the device sealed shut as Jonah surprisingly jumped out of his mech suit looking at his prize.

"After we sell these babies to the highest bidder on the black market, we'll be kicking back on a beach in the Bahamas." Jonah triumphantly declared holding the prize he had won.

At the same time...

Whrr... SKIRT!

Below the canary docks, Max pulled up the motorboat below a wooden ladder as the Tennyson trio started to climb up it.

"See if you can find the eggs guys." Stan advised them as Gwen responded, "What about you?"

"I'm going to kick some Friends of Fishtail." Stan darkly replied as the Tennyson trio scaled the ladder.

Noticing the trio was gone, Stan activated the green button on the Omnitrix.

BEEP!

The green core slowly popped up with the Stinkfly silhouette present as Stan quickly turned the icon to the Ripjaws silhouette.

"Alright, here goes nothing. Ripjaws to the rescue!" Stan mused before he slammed down the exposed glowing core.

FLASH!

A flash of green light covered Stan as he began his metamorphosis into Ripjaws for the first time feeling his mind blacking out as he became more aquatic and fish-like as when he reopened his grey fish-like eyes staring around intensely.

The watch sank into Stan's wrist as greyish blue scales travelled up his arms as his fingers morphed into webbed four-handed claws, as Stan slowly began to get covered in greyish blue scales.

A large angler bulb grew from his forehead like that whilst two gills formed on each side of his neck as well, as the scales finished covering his body.

Next, his human teeth grew and sharpened to shark-like teeth as his hair morphed into a green dorsal fin that ran down his back as his grey fish-like eyes flashed open brightly whilst he then grew to the same size as Heatblast and XLR8.

As for Stan's clothing, it morphed into a black loincloth style bathing suit with light brown stripes running across that formed on his bottom half.

Finally, the watch symbol flashed onto a brown pad that was located on his upper left torso as Ripjaws roared hungrily as the green light faded away.

Stan had become a Piscciss Volann known as Ripjaws.

Like before with all first-time transformations, Ripjaws looked over and observed his new form before replying with a thin gravelly voice, "Hm... Time to stop Jonah and his smuggling operation for good."

Rumble... CRASH!

"ROARR!" The Krakken roared as she smashed the motorboat underneath Ripjaws as the Pisciss Volann ended up tumbling into the water below the cannery.

SPLOSH!

On the wooden dock of the cannery, Jonah and the mercenaries hauled the eggs of the Krakken as the wooden dock started to shake.

CRACK! THWACK!

Pieces of the wooden dock were sent flying into the air as the Krakken's head popped up underneath the wooden dock and glared at Jonah's crew before angrily roaring, "ROOOOAAAAARRRRRRR!"

The roar echoed across the lake with the cannery and wooden dock shaking violently as Jonah ordered his goons, "The bigger the Krakken, the bigger the payday... boys; open fire and don't stop! We need to protect our cash reward!"

Jonah then ran and scrambled onto his mech suit whilst the mercenaries opened fire with their MP5 machine guns sending rounds firing onto the Krakken.

BLAM! BLAST! FLICK!

"GRRRRRR!" The Krakken growled as the giant creature slowly moved forward with the bullets pelting off her thick hide as the mercenaries panicked.

"Damn it all! I'm out of here!" One of the mercenaries yelled running inside the canary factory as his partner mocked him replying, "Coward! That reward is mine!"

BLAM! BLAST! Click...

Shocked, the mercenary realized he was out of ammo as the Krakken then swiped him with her tentacles.

SWIPE! WHOOSH!

"Why me?!" The mercenary cried out in shock as he plunged into the murky waters of Lake Anna with wooden debris from the docks falling into the water as well.

SPLOSH!

Having dealt with the mercenary, the Krakken noticed the glass container with her eggs trapped inside as she moved over to grab them when...

THWOOSH! WHIRR!

Jonah's mech suit utilized the crane to grab hold of the eggs as the machine swooped down and grabbed hold of the glass container with Jonah taunting the Krakken, "Nice try, but these eggs are mine!"

"ROAARRRR!" The Krakken growled in response as she slammed her tentacles onto the wooden docks of the cannery.

Rumble! CRACK! THWACK!

Jonah huffed in response flicking a switch in the mech suit as a large gun connected to the side of the suit glowed blue.

Beep... BLAST!

A series of blue energy pellets blasted from the gun that bounced onto the Krakken.

"GRRR..." The Krakken growled in response as she used her tentacles to block the energy pellets as Jonah smirked thinking he had won.

He was so wrong.

Underneath the water, Ripjaws swam through the lake towards the surface using his tail which covered the bottom of his legs.

BLAST! THWOOSH! SPLASH!

The Pisciss Volann blasted out the water with his fin vanishing to his normal leg's as Ripjaws blasted over the Krakken before he crashed onto Jonah's mech suit.

KA-THUNK!

Jonah watched on shocked with the Pisciss Volann glaring at him inside the capsule as the Pisciss Volann stated darkly with his shark-like teeth glaring at Jonah, "You want to mess with a monster? Try me on for the size you heartless monster."

Jonah glared annoyed back in response as Ripjaws clambered onto the arm of the mech suit using his webbed hands to reach for the eggs.

Beep...

"Buzz off you fish freak!" Jonah taunted Ripjaws as he powered up the blaster.

Annoyed at the comment Ripjaws glared at Jonah before opening his mouth.

CRUNCH!

The blaster was chopped into pieces by Ripjaws before he opened his mouth and spat out the rubble.

PITTO!

The metal remains of the blasted clattered onto the dock below as Ripjaws stated, "Shut up."

Ripjaws then raised his teeth and clamped down on the arm of the mech suit as the canister slipped and fell out the robotic hand.

WHOOSH!

The glass canister plunged as Ripjaws dived off the suit and grabbed hold of the canister falling to the ground.

BLAM!

A large left hook from the mech suit punched Ripjaws in his face as the Pisciss Volann was sent flying to the side as he dropped the glass canister as well.

SMASH! BOUNCE! BOUNCE!

The glass canister shattered into pieces as the eggs of the Krakken bounced to the edge of the wooden pier ready to fall off.

At the same time inside the cannery...

The Tennyson trio was sneaking inside the abandoned canner as the sounds of the Krakken roaring along with bullets and impact sounds occurred outside the building with the sound resonating inside now and then.

Leading ahead Max sneaked against a wooden wall as Ben and Gwen crouched behind him as the trio approached a corner.

Looking around the corner, Max peered his head and noticed one of the mercenaries grabbing a Spas 12 shotgun from a weapon rack stacked on the wall near a computer.

Turning around Max then did several hand signals to Ben and Gwen indicating that they would ambush and sneak up on the mercenary and knock him out.

At the same time below the docks...

SPLOSH!

Below the docks, the mercenary who got knocked into the water gasped and swam frantically over to the wooden ladder.

Clunk... Clunk... Clunk...

Exhausted, the mercenary climbed up the ladder only for him to appear next to the Tennyson trio in the cannery.

Shocked the mercenary quickly holstered a Glock pistol aiming it at Max shouting out, "Freeze! Or else the girl and the boy get shot."

Turning around, Max stood in front of Ben and Gwen protecting them as both kids peered their heads out from each side.

"Alright buddy, we can do this the easy way or the hard way." Max bravely said to the mercenary who laughed and cocked the Glock stating, "I prefer the hard way, old man."

Walking forward, the mercenary smirked cruelly as Max lead Ben and Gwen back protecting them as the cannery started to shake.

Rumble...

Confused, everyone looked around when the tail of the Krakken then slammed into the wall of the cannery.

SMASH! THWACK! CRACK!

The wooden wall of the cannery was disintegrated as the mercenary with the Spas 12 shotgun watched on in surprise.

CRASH! SNAP!

As the wooden wall continued to implode, Max looked upwards and noticed three hooks above the ground used for delivering cans into the cannery.

"Go high kids!" Max shouted out to Ben and Gwen before he ran and jumped onto one of the hooks above the wooden floor.

THWOOSH!

Dangling onto the hook, Ben and Gwen also jumped up and grabbed hold of the hooks above the wooden floor as the Krakken's tail disintegrated the wooden floor.

THWOOSH! CRACK! CRUMBLE!

"Not again!" The mercenary wielding the Glock shouted out as he plunged back into the water.

KA-BLOSH!

The other mercenary wielding the Spas 12 shotgun gulped slightly before he turned around the corner freezing when he saw Max sliding onto the hook with his feet raised in the air.

BLAM!

The mercenary was kicked in the face stunned before Ben and Gwen slid next after Max.

THWACK! CRACK!

The forces of each kick damaged and battered the mercenaries face with bruises forming on his head along with a bloody nose as the mercenary groaned and toppled onto the floor knocked out with the Spas 12 shotgun clattering onto the side of the floor.

"Is this the easy way or the hard way?" Gwen asked leaping off the hook with Ben falling off onto the wooden floor with Max walking over.

"Seems pretty easy if you ask me," Ben muttered from the floor as Max shrugged and chuckled happily.

Back outside at the same time...

THUNK! CRASH! WHACK!

The three fighters were all struggling to reach the Krakken eggs as Jonah's mech suit appeared to be getting the eggs first.

CRACK!

The tail of the Krakken slammed into a nearby wooden beam that the eggs were balanced on as the Krakken used her tail to grab the eggs.

"Rrrrrr..." The Krakken moaned happily being reunited with her eggs as Jonah madly yelled, "NOO! My eggs!"

Using the crane, Jonah swung the mech suit upwards just as Ripjaws jumped onto the mech suit growling out, "They aren't your eggs!"

THWACK!

Jonah's mech suit accidentally knocked the Krakken eggs into the water as Ripjaws noticed before he jumped down and grabbed hold of the eggs with his fish-like claws.

Glaring annoyed, Jonah flicked another button on his control port as the mech suit detached from the crane.

HISS!

The mech suit then plummeted down into the water as Ripjaws landed in the water before Jonah's mech suit crashed on top of him.

SPLASH! SPLOSH!

Underneath the lake surface, Ripjaws and Jonah traded blows throughout the water causing large pockets of air and pressure that blasted to the surface above.

"Rescuing babies. Very heroic, But not very smart." Jonah taunted Ripjaws as he punched the Piscciss Volann in his head several times.

CRACK! SMACK! WHACK!

Coughing, Ripjaws spat out blood and spit from his mouth as the Piscciss Volann muttered wiping his mouth with his right arm, "Oh please, you can shut up."

KLANK!

Jonah smirked as he punched Ripjaws one last time as the Piscciss Volann fell to the sandy seabed feeling dazed as Jonah quickly grabbed the eggs again before he fled the area.

Shaking his head Ripjaws rubbed his head in pain before he saw Jonah fleeing.

Focusing his legs, he morphed them into a large tail which was black with brown stripes on it as he charged off to Jonah.

Nearly at the surface, Jonah smirked in victory as Ripjaws smacked his hand onto the glass panel.

CRACK!

The glass cracked slightly as Ripjaws growly declaring, "You're going nowhere..."

THUNK! SMACK! CRACK! CRASH!

Feeling enraged, Ripjaws unleashed his anger by punching the glass panel numerous times as Jonah struggled to control his mech suit with water leaking in it as the suit began to fail.

Annoyed with Ripjaw's antics, Jonah surprisingly flipped the mech suit upside down before blasting off into the lake again.

Ripjaws, however, pursed Jonah with the Piscciss Volann following the bubble trail that the mech suit left behind.

SWOOSH!

Ripjaws then popped up in front of Jonah as the Piscciss Volann once again grabbed hold of the eggs with his sharp teeth before he kicked Jonah's mech suit away.

THWOOSH!

"ROAARR!" The Krakken yelled arriving in the skirmish as the sea monster fired her tentacles towards Ripjaws.

CRACK! SMACK!

Ripjaws grunted in pain as the Piscciss Volann crashed onto the seabed floor with a large cloud of dust trailing upwards from the collision.

Satisfied the Krakken quickly grabbed her eggs with her tentacles before swimming off as a determined Jonah piloted the mech suit after she whilst Ripjaws swam behind last.

Smirking, Jonah flicked a lever inside the control panel of the mech suit as the claws of the suit glowed slightly.

TZZZTTT!

A large sonic pulse beam emitted from the claws that damaged the ears of the Krakken causing her to howl in pain, "ROARRR!"

Dropping her eggs, Jonah used his advantage to grab the eggs with the claws moving away from the Krakken who was now seating in tiredness and confusion.

Satisfied Jonah mused to himself, "Finally, I have my damn eggs..."

WHAM!

Ripjaws slammed into the mech suit glass frame once again grinning darkly before yelling, "And I'll say it again, those are not your eggs!"

SLAM! CRACK!

The Piscciss Volann then slammed his head onto the glass frame of the mech suit damaging it more and stunning Jonah as the two crashed into the shipwreck of Shaw's decaying boat.

KA-CRASH! THOOM!

A large cloud of dust and debris sent rubble and objects flying from the seabed and the boat as the collision shook the wreckage.

"GAH!" Ripjaws grunted in pain as Jonah's mech suit claw gripped around the Piscciss Volann's neck with Ripjaws being pinned against the hull of the boat.

Struggling to breathe, Ripjaws attempted to use his fingers to scratch the mech suit as Jonah increased his grip yelling loudly, "Enough! I have come too far to be denied! I'm taking those bloody eggs back with me alive or dead!"

Snapping in rage, Ripjaws slowly gripped his hand on the metallic claw and slowly moved it back shouting out harshly, "Shut the hell up!"

SMACK! ZIP!

Ripjaws delivered a mighty kick using his legs that damaged the metallic claw of Jonah's mech suit as the Piscciss Volann successfully wriggled free of Jonah's grip.

Shocked, Jonah raised the metallic claw again as Ripjaws attempted to bite the claw with his sharp teeth.

BZZZ!

An electric shock pulsed through the claw as Ripjaws was stunned briefly as Jonah once again slammed him into the seabed before fleeing carrying the Krakken eggs with him.

THWOOSH! THUM!

Knocking away the sandy debris that covered him, Ripjaws shook his head watching Jonah make his escape.

Looking around for anything useful, Ripjaws then spotted a nearby rusty anchor and thought, " _Good thing for improvised weaponry, this will make a fine mace."_

Clutching the anchor of Shaw's ship with his hands, Ripjaws began to spin the anchor around faster and faster like a medieval mace before he hurled it towards Jonah's mech suit.

SWOOSH! CRACK!

The anchor slammed into the right arm of the mech suit as the robotic limb detached from the machine sinking to the ground.

"DAMN IT ALL!" Jonah raged in frustration as he felt his patience slowly dwindling.

Smirking Ripjaws used his strength and dragged the anchor back down with Jonah's mech suit still attached.

"ROARRR!" The Krakken growled charging in as she used her thick teeth to grab hold of the anchor chain

CRUNCH! WHOOSH!

Shocked Ripjaws and Jonah's mech suit ended up letting go of the anchor chain as both combatants chased after each other.

THUNK! CRASH! CRACK! WHACK! SMACK!

Ripjaws and Jonah traded violent and strong punches as the combatants brawled under the water with the Krakken chasing after them when she then intertwined between the two fighters attempting to attack them both blindly.

THWACK! SMACK!

Stunned, Jonah was sent flying off to the side as Ripjaws successfully grabbed hold of the Krakken's eggs by using his mouth to store them in.

WHOOSH!

Swimming away, Ripjaws turned around and noticed the Krakken chasing after him as she roared, "ROAAARRRR!"

Turning his head back, Ripjaws saw the nest of the Krakken as the Piscciss Volann swam down towards it thinking, _"Time to end this conflict and reunite the mother with her eggs."_

Carefully floating near the nest, the Krakken watched as Ripjaws gently placed the eggs back in the nest before looking at the Krakken replying, "I know that you wanted them there, so here you go."

"Rrrr..." The Krakken responded gently as she floated down to her nest and cuddled her eggs happily as Ripjaws smiled at the family reunion.

THWOOSH!

"I'm coming to my pretties!" Jonah cackled loudly as Ripjaws turned his head noticing him looking rather unhinged.

"Sheesh, he's lost it," Ripjaws muttered in disbelief as the Krakken growled noticing Jonah, "ROAARRR!"

WHOOSH! GRAB!

Shocked Jonah froze in horror as the Krakken used her tentacles to grab hold as the mech suit imploded in around Jonah.

Crack... SMACK! CRASH!

The glass of the mech suit finally imploded as the mech suit finally crashed and began sinking to the bottom of Lake Anna as a frantic and worried Jonah swam out holding his breath.

As the Krakken glared at Jonah, he foolishly took out a hunting knife and tried to stab her with it.

It was a foolish decision.

TAP!

The hunting knife shattered into pieces as Jonah gasped and froze in horror.

"ROAAAAARRRRRR!" The Krakken loudly bellowed out.

The Krakken finally prepared to eat Jonah who closed his eyes preparing for the end.

SWOOSH!

Ripjaws then dived in front of the Krakken blocking her from harming Jonah as he stretched out his arms.

Confused, the Krakken stared at Ripjaws who explained, "Look I don't know what a monster is these days, but you can be better than eating this guy up, he will get his punishment. I promise you that."

Feeling satisfied, the Krakken growled one last time before she backed off and swam back to her eggs in happiness.

As the Krakken retreated to her nest, Ripjaws turned around and glared at Jonah who shrugged.

"Ripjaws one, Jonah zero." Ripjaws grinned taunting Jonah before he raised his left hand forming it into a fist.

SMACK!

A large left hook was sent to Jonah's face as the poacher was knocked out cold.

Wiping away his hand in the water, Ripjaws noticed blood leaking out from Jonah's nose before Ripjaws grabbed him and dragged him upwards to the surface.

THWOOSH! SPLOSH!

Resurfacing, Ripjaws swam through debris and other junk floating in the water before he spotted a wooden post as the Piscciss Volann hanged up a bloodied and knocked out Jonah.

Zip... HONK! HONK! HONK!

"Hang here for a while, before the police find a nice dry cell for you," Ripjaws stated before he noticed several police boats and a helicopter show up at the cannery.

SPLASH!

Ripjaws then dived back into the water vanishing from the surface.

Nearby on the docks, the Tennyson trio watched as Ripjaws successfully arrested Jonah and dived off into the water with Ben replying happily, "See, I told you both that Stan would get over his fear of deep water."

"I guess you can work to get over your fear of something you hate." Gwen spoke back to Ben as Max smiled muttering, "Well, good riddance to bad rubbish."

"Got one! I finally got me a Krakken!" Shaw then shouted out loudly.

Confused, The Tennyson trio noticed Shaw arriving on the wooden rowboat pulling into the docks with a net that had Ripjaws trapped inside of it.

"One of the eggs must have hatched! Imagine this trophy on my wall." Shaw declared happily as Ripjaws rolled his eyes annoyed with Shaw's antics.

BEEP! BEEP! BEEP!

Ripjaws noticed the Omnitrix symbol on his upper left torso beginning to flash red as Max chuckled saying to Shaw, "I think your catch of the day is not exactly advertised."

FLASH!

A large bright red light engulfed Ripjaws as the Piscciss Volann slowly transformed back to Stan as the light finally faded as a confused Shaw held his lantern closer to the net.

Inside a giggling, Stan happily replied, "Can someone cut me out of this net now please?"

However, the watch symbol on Ripjaws upper left torso began to flash red as a bright red light engulfed Stan as he returned to normal

"But I could have sworn..." Shaw muttered in disbelief as The Tennyson trio couldn't help but laugh.

As Shaw began to cut open the net freeing Stan, the Krakken could be heard moaning happily in the distance, "RRRR..."

Under Lake Anna, the Krakken smiled happily staring at her eggs as she thanked Ripjaws for saving her family.

Five hours later...

The Tennyson trio and Stan had finished packing up and making sure all the belongings were in the Rust Bucket before saying goodbye to Captain Shaw.

"Well Tennyson's and Hopkins, It has been an honour to meet each one of you. May you go safely on your travels and farewell!" Shaw stated happily before he walked off in the distance.

"Well, what now Max?" Stan questioned Max who spoke back, "We need to keep heading north, for now, next spots a surprise but just a word of advice, things will be getting warmer from here on out in the Springfield region."

Smiling Ben and Gwen said at the same time, "Sure Grandpa." as Stan also replied, "Got it, Max."

As Max and Gwen walked back to the Rust Bucket, Stan turned to Ben saying happily, "Oh yeah, Ben one more thing."

Turning around, Ben asked "Um yeah?".

"If it was not for you, I don't think I would have gone Ripjaws and stopped Jonah, so thanks for helping me out." Stan complimented Ben with praise.

"Hey you helped me out in the past before, so I decided to repay the favour," Ben spoke back happily.

Smiling Stan raised his right hand in a high-five as Ben smirked and high-fived him back.

After, Stan and Ben high-fived each other, both boys walked into the Rust Bucket as the RV then drove away from the Lake Anna resort and campsite behind heading out to the next vacation stop on the road trip.

 **Authors note: Thanks for reading the revised version of Chapter 3.**

 **Remember to leave feedback and tell me how I can improve this, it means a lot to me.**

 **Next up is the revamped version of Chapter 4!**


	4. Chapter 4: Permanent Retirement

**Disclaimer: This is a non-profit fan fiction made by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Authors note: Here is the latest revised chapter of Stan 10!**

 **This chapter was somewhat creepy and fun to write because of the unique concept of the episode.**

 **Now then, enjoy the new and improved chapter which like all the others has a better tone of pacing, spelling and grammar fixes and expanded the dialogue.**

Italics: _Thinking._

Previously on Stan 10: Stan Hopkins and the Tennyson trio journeyed to Lake Anna for a fishing trip, however upon arrival, they had to deal with a significant sea monster and a deadly poacher causing trouble in the lake, also, Stan faced and conquered his fear of deep water.

Now moving onwards from Lake Anna, Stan and his group will encounter a new breed of an enemy that has been hiding in plain sight...

Chapter 4: 'Permanent Retirement.'

The Rust Bucket was parked outside a convince store somewhere in the Springfield dustbowl region.

The region was known to be very warm and humid as Max was shown outside the store accessing a cash machine.

Inside the shop, the kids were ordering ice cream as a large truck pulled up nearby before a pair of common thugs stepped outside approaching Max.

"Out of the way, Grandpa. I have a major withdrawal to make." One of the crooks stated taunting Max who froze in shock before another crook walked near him.

THWOOSH! SHOVE!

"GAH!" Max grunted out in pain as the crook knocked him onto the ground harshly before they left him on the ground.

At the same time inside the shop...

Stan smiled happily as his eyes scanned all the various ice cream flavours in the plastic container case as an elderly gentleman adjusted his bow tie ready to serve the kids.

"Mmm... Ice Cream, one of the best things you can get." Stan grinned hungrily as Gwen questioned the shopkeeper, "What do you have that's a non-fat with less than three per cent of sugar?"

Baffled, Ben and Stan shrugged to each other as the shopkeeper replied, "Napkins, What about you other two?"

"I'll have a rocky road ice cream, my good man." Ben stated as Stan spoke, "Some vanilla please."

CLANG!

Confused, Stan turned around and noticed the thugs hijacking the cash machine on the wall by attaching a hook to it.

Thinking quickly, Stan turned around and said to the shopkeeper, "I'll be right back."

Walking out of the shop area, Stan noticed a back door and slowly sneaked out the back not being noticed by anyone.

Creak...

Closing the door, Stan looked around the back wall of the convenience store checking it was clear before muttering, "Which alien will I use today?

BEEP!

The dial of the watch popped up showcasing the Ripjaws silhouette as Stan scrolled through his selection before he stopped at a technological humanoid alien silhouette.

"Alright here goes, It's Upgrade time!" Stan declared before he pressed down the glowing exposed core of the watch.

FLASH!

A large green light flashed over the area and faded just as quickly before a new alien emerged from behind the corner peeking his head out.

Stan had become a Galvanic Mechamorph known as Upgrade.

The alien known as Upgrade was around the same size as Diamondhead, XLR8, Ripjaws and Heatblast.

He was covered in black exterior with varying bright green stripes that resembled circuitry morphed on him.

Interestingly instead of having a proper face with eyes, Upgrade had a bright green circle on his head which was his eye that glowed when he talked and moved when he was displaying an emotion.

Upgrade also had four hands on each arm along with two simple feet.

Upgrade also wore a large white jumpsuit that covered the majority of his body with the Omnitrix symbol located in the middle of his chest.

Laughing slightly with a digitized and robotic version with Stan's normal voice, Upgrade replied happily, "Time to show those crooks that technology can and will backfire."

SPLAT! Slither...

Upgrade then slowly morphed into a puddle of goop before the Galvanic Mechamorph slithered across the car park floor to where the crooks had snagged a tow truck hook into the cash machine.

THUNK!

Smirking one of the crooks turned to his partner in the trunk and shouted out, "Hurry up man! We've got to snag the money and get out before the fuzz shows up."

"I've got it." The other crook responded before he activated the accelerator gear in the truck slamming his foot down on it.

SCREECH!

The truck refused to move as the vehicle skidded onto the parking lot with smoke rising from the truck.

Confused, the crook slammed the wheel with his fist muttering in confusion, "What the hell?!"

BZZZT! Whirrr... ZAP!

The steering wheel slowly morphed and slithered with the dashboard merging as Upgrade slowly emerged replying, "Hi there! Your cash registration request has been denied. Please contact the square root of Finland for more information."

Upgrade giggled and then slowly moved forward covering and morphing the whole as the shocked crook whimpered, "This can't be real!"

WHAM! THUNK! SLAM!

Upgrade shook the desert truck violently before the left door flung open as the crook was sent flying onto the desert floor knocked out.

"Urghhh..." The injured crook muttered as Upgrade slowly morphed off the desert truck and back to his normal humanoid form with his singular eye staring at the remaining crook.

SPLAT! Slither...

"You're one of those freaks that have been showing up recently!" The crook shouted in shock before Upgrade spoke back replying, "Correct, I am Upgrade and you will not be robbing today!"

Annoyed, the remaining crook dragged the hook from the cash machine before he began to spin the hook around like a mace as Upgrade watched in boredom.

"Take this you damn freak!" The crook shouted out as he hurled the hook towards Upgrade who moved his arm.

WHOOSH!

Upgrade then grabbed hold of the hook as the chain wrapped around his arm as the crook froze in shock with his eyeballs popping comically.

"Nice try," Upgrade stated sarcastically before the Galvanic Mechamorph threw his arm to the side.

THWOOSH!

Screaming the crook ended up flying into the air towards a power pole post.

SMASH!

The crook indented upon the wooden pole as Upgrade shook the chan of his arm before the crook fell off the pole.

CRACK!

The crook groaned in pain as dust and debris surrounded the crook whilst Upgrade mused, "Yawn... I deal with common idiots like you all the time."

Crossing his arms, Upgrade turned around and noticed Ben and Gwen exiting the store before the crook grunted in pain as Max placed his foot on the injured crook saying, "Where do you think you're going? Nice work Upgrade."

"Oh yeah, I'm ready for anything! So what's next Max?" Upgrade asked Max who smiled and responded, "We're heading off to see Aunt Vera for the weekend."

Freezing in shock and horror, Ben shouted out in annoyance, "What?! Boring Aunt Vera? NOOOOOOOO!"

"Uh, Ben? Are you alright?" Upgrade asked in concern as Gwen stated to Upgrade, "He'll be fine, Ben just does not like old people for some reason."

Upgrade nodded back in response to Gwen as the Omnitrix symbol on his chest began beeping red.

BEEP! BEEP! BEEP!

FLASH!

A bright red light covered the Galvanic Mechamorph as Upgrade transformed back to Stan with the red light flashing away as Max then stated, "Alright let's get back on the road then, but first we need to call the cops on these thugs.

Thirty mins later...

After the cops had been called, the Rust Bucket was now driving down a lonely desert interstate road with the temperature soaring outside as the desert wind howled loudly.

Inside the Rust Bucket, A intrigued Stan looked outside the window staring at the desert whilst Ben who was sat opposite to Stan looked very gloomy and bored as Gwen washed some pots nearby.

"When Aunt Vera said she wanted to move away from it all, she mentioned it," Gwen muttered loudly as Stan responded saying, "Yeah, she must live far away from the nearest major city in this state."

"Oh man, this summer was supposed to be about F.U.N, not hanging out in some old ladies place." Ben angrily complained as Gwen stated bluntly, "I like Aunt Vera dweeb."

Rolling his eyes, Ben responded, "Duh doofus, that's because you act like you're one hundred years old."

"Could you please not argue for like an hour or something…" Stan asked the arguing siblings as he sighed in annoyance.

Meanwhile at the retirement community...

Aunt Vera smiled happily as she talked to her neighbour Marty.

Aunt Vera is 64 years of age, having dark brown eyes along with flowing white hair too goes down to her shoulders.

Her clothing consists off a large purple t-shirt and a grey pearl necklace along with white earrings to match.

"It's been years since I have seen Max and the kids, I'm not sure if I'll even recognize them, to be honest. Stop by and say hello." Vera stated to her neighbour Marty before she turned and walked back to her house.

"I'd like that," Marty replied before he walked back into his house.

A few mins later...

Chewing on some popcorn, Marty smiled as he watched a classic goofy B-Movie, Plan 9 from Outer Space.

Squelch...

Unknown to Marty however, a slimly yellow ball of mass slid from the ceiling and onto Marty's hand.

SPLAT!

Shocked, Marty looked down at his hand noticing the slimeball expanding as he groaned, "Help me..."

THUMP!

Marty then collapsed onto the floor knocked out as the mass of slime grew and expanded over him...

At the same time...

The Rust Bucket had finally arrived at the retirement complex with the vehicle driving down a quiet side road as Stan peeked out the side door window watching the various elderly citizens of the community with interest.

"This is going to be so boring, their idea of excitement is watching the grass grow I bet." Ben complained again as Gwen criticized Ben saying, "You don't know that Ben."

"Gwen has a point you know, but still it's probably best to bring some stuff with us," Stan stated giving his own opinion before he looked out the door window again.

As Stan continued to eagerly observe out the side window, he noticed an old man on the roof trying to fix his satellite.

At first, all seemed to be normal as the man then slipped and nearly fell off the roof as Stan gasped feeling worried when...

THWOOSH!

The man surprisingly flipped backwards off the roof and landed gracefully on the ground with his feet being uninjured as if nothing happened.

Shocked, Stan rubbed his eyes in confusion muttering, "I must be seeing things... Did anyone else see that?"

Gwen who was on her laptop looked up at Ben in confusion as both kids stared outside the window observing the elderly community.

"See what?" Gwen asked confused as Ben questioned Stan, "What are you talking about Stan?"

"This may sound crazy, but I just saw a ninja old guy." Stan said in disbelief as Gwen sarcastically spoke back, "A ninja old guy? You sure the heat ain't frying that pea-sized brain of yours?"

Stan sighed heavily muttering sadly, "Never mind..."

Five mins later…

As the Rust Bucket parked outside Vera's house, Stan and Ben stepped outside the vehicle with Stan now wearing his Star Wars backpack.

HISS...

The sun blinded the vision of the boys as the desert wind howled in the thick air.

"Seriously, why do old people have to live where it's so hot?!" Ben complained annoyed as Stan replied, "No idea, Ben but I prefer the heat over deep water any day."

Unknown to Stan and Ben, Gwen grinned behind the pair of them as she took out a water pistol as Stan continued, "I mean..."

SOAK! SPLASH!

"UGHH!" Stan and Ben cried out in shock as Stan felt water dripping down his neck with Ben felt water soaking down his back as well.

SPLAT!

Gritting his teeth, Ben turned around and glared at Gwen who laughed happily holding a light blue water pistol.

"Come and get me!" Gwen giggled as she ran off whilst Ben chased after her yelling out, "Hey!"

As Ben and Gwen ran off, Stan wiped his hand on his neck muttering in annoyance, "Out of all the good for nothing..."

No longer talking, Stan noticed Marty staring at him from the window.

"Uh..." Stan said in confusion before Marty glared at him.

"ROARRR!" Marty growled ferally as he twisted his neck bizarrely and disturbingly whilst Stan freaked out in horror speechless.

THUNK!

Marty then slammed the blinds of his window shut as Stan rambled, "What the hell was that all about?! Sheesh... They sure know how to make you feel welcome here."

"Just watch the cheeks, Stan; Vera's a pitcher." Max added walking over to Stan who responded, "Great..."

"No need to remind us," Ben replied to Max as well.

Creak...

The front door to Vera's house finally opened as Vera stepped outside and smiled happily noticing Max yelling, "Max!"

"Vera!" Max shouted back in response as the pair of siblings walked to each other before they both hugged happily whilst the kids walked up to Vera.

Stan and Gwen were smiling happily whilst Ben gave off a fake smile.

Annoyed, Stan nudged Ben to smile properly before Vera then walked over saying to Ben and Gwen, "Look at you two, so grown up!"

Vera then hugged Ben and Gwen before she moved back and pinched their cheeks.

"Ow!" Ben and Gwen complained together as Vera released her grip gently and noticed Stan asking, "And who is this young man?"

Rubbing his head slightly, Stan took out his hand to shake Vera's introducing himself politely, "Stanley Hopkins, Madam."

Smiling, Vera shook Stan's hand before she reached over and pinched Stan's cheeks.

"Hey watch it!" Stan muttered annoyed as Vera replied, "Oh, I'm sorry dear, but please come in, I can't wait to chew the fat with you."

"Chew the fat?! Gross!" Stan whispered to himself as the group walked inside Vera's house.

Unknown to the group, Marty continued to glare at Stan from the window before he shut his blinds again.

THUNK!

Inside Vera's house...

Vera's house was shown to be a standard retirement complex style house.

White walls decorated the inside of the building as various old-style furniture was present inside the house in addition to a few modern amenities as well such as a modern TV and a Wi-Fi router inside the modern old house.

Looking around Stan noticed the knick-knacks that Vera had collected along with some old pictures of Max and Vera on a wall over the years.

"Why do old people's houses always smell like someone's cooking socks or something?" Ben groaned smelling the dry dusty air inside the house.

"I have no idea, Ben," Stan responded rubbing his hand across his aching cheekbones.

A few mins later...

The group was now sat down for dinner on a large wooden oak table.

Smiling, Stan noticed Vera taking out a large orange jello mould from a fridge as he muttered, "Mmm... Jell-O, one of my favourite desserts..."

"Enjoy everyone!" Vera happily stated as she placed the Jell-O onto the table.

Frowning, Stan examined the Jell-O mould noticing white and brown bits floating in the substance as Stan's eyes widened in curiosity whilst he heard Ben gagging slightly nearby.

"Well Vera, this is delicious." Max complemented Vera smiling as the kids picked at their food in different reactions before Max finished asking Vera, "What are those brown chunks in the mould?"

"Pork Chops. And the white chunks are cauliflower." Vera explained to Max as all of the kids gulped in horror and disbelief.

Looking around, Stan pushed his plate to the side whistling as he noticed Vera asking, "So Stanley what have you and my family been doing this summer so far?"

"Oh um... having fun and uh… dealing with alien life forms miss." Stan responded nervously as he sweated slightly feeling nervous.

Shocked, Max shot him a look as Stan shrugged back in response before Vera chuckled replying, "Oh, you kids and your wild imaginations."

Sighing in relief, Stan noticed Gwen stepping off the table as she observed a mode bird collection on Vera's shelf.

Intrigued Gwen walked closer and observed the display in greater detail before spotting a red bird asking, "Aunt Vera, is that a stuffed red-billed North American chickadee?"

Gasping Vera smiled and walked over replying, "How perceptive, Gwen. And did you know that the song of the red-billed North American chickadee is actually…"

"A call indicating alarm or excitement?" Gwen and Vera finished at the same time.

Smiling they both laughed before beginning to imitate the bird call loudly.

Annoyed, Stan covered his hands with his ears whilst Ben slowly tipped his food onto Gwen's plate and stated, "Man, I am stuffed."

"Boys? Would you like some candy?" Vera asked Stan and Ben who both looked and noticed Vera carrying a bowl full of sweets.

"Now we're talking, Thanks!" Ben happily replied as Stan stated politely, "Wow candy! Thank you!"

CRUNCH!

"OWWW!" Stan yelled in shock as spat out the candy from his mouth as the sweet landed on the floor with Ben spitting out his as well.

"Coffee as a candy?! Is this some kind of a joke?" Ben shouted feeling outraged as Max glared and said to Ben, "Boys. Please calm down okay?"

Ben groaned annoyed in response as Stan then declared, "Um, could you excuse me for a moment? I need to use the bathroom."

THWOOSH!

Stan then moved off his chair and sprinted off to the bathroom as he entered the room and closed the door.

Creak!

Once the door was closed, Stan leaned against the wall shuddering before muttering, "It's an attack of the freaking old people! I need to get out of here now!"

Looking down at the Omnitrix, Stan activated the device as the core popped up glowing green.

BEEP!

Scrolling his hand across the silhouettes, Stan spotted a humanoid ghost-like alien silhouette.

Grinning, Stan looked at the silhouette as he mused, "Huh, looks like the last alien on the watch. I guess it's a better time than any to see what he can do."

FLASH!

Tapping down the core of the watch, a large flash of green light enveloped Stan as he felt his mind blacking out as it became darker and creepier with a single purple eye reopening as the green light faded...

The watch sank into Stan's wrist as he felt his body slowly morphing.

First, his skin turned dark grey as claw-like hands formed whilst his legs merged forming a ghost-like tail below as his clothing and hair vanished along with other human-like features.

Next black lines appeared on parts of the grey skin as a singular purple like an eye formed on his forehead as the Omnitrix symbol popped out of his lower left chest whilst he stood floating in the air as the green light faded away.

Stan had become an Ectonurite known as Ghostfreak.

Ghostfreak looked around at his ghost-like body with his singular purple eye moving up and down the body before saying in a faint and whispering voice, "So, what shall I call this alien? Hmm... Ghost guy? No... Wait! Ghostfreak."

Ghostfreak then looked around as the Ectonurite faced the wall and door before whispering darkly, "Hmm... how can I fade? Maybe I should think about it?"

Thinking, Ghostfreak slowly thought about fading as the Ectonurite felt his skin turning dark black and becoming intangible.

"Excellent, time to get out of this snooze fest..." Ghostfreak said before he faded through the toilet wall.

Whoosh...

Meanwhile...

Vera was showcasing her collection of seashells to a rather tired Ben and an intrigued Gwen explaining to them, "And this one is a Valentine, can you hear the ocean?"

Handing over a seashell to Gwen, she smiled and placed her ear against the seashell as Vera turned around and talked to Max.

"It's me... It's me..." A ghostly voice whispered through the shell as Gwen stepped back in surprise.

Whoosh...

Ghostfreak then faded through the wall as Gwen and Ben noticed Ghostfreak floating in the air.

"Stan?" Gwen asked confused as Ben muttered in awe, "Huh, a ghost alien."

"Close Ben, I am Ghostfreak… See you two around would not want to be ya…" Ghostfreak replied before the Ectonurite phased through the wall still intangible before Ben and Gwen continued to listen to Vera.

Outside Vera's house...

Whoosh...

Outside, Ghostfreak looked around the retirement community whispering, "There has to be something fun to do around here..."

Looking around, Ghostfreak spotted an empty golf car with his singular eye grinning slightly, "Hello there..."

Ghostfreak then slowly floated over to the golf cart and sat down near it before the Ectonurite leaned his body against the gas pedal.

"Now to drive around..." Ghostfreak mused as he gripped hold of the steering wheel with his hands.

A few mins later...

THWOOSH!

Ghostfreak giggled darkly as the Ectonurite drove the empty golf cart down the empty side roads off the retirement community as several elderly residents watched on in confusion and shock.

"Man... Ghostfreak sure is fun to use... I'm surprised I..." the Ectonurite stated happily before his senses smelt something wonderful.

Sniff...

Ghostfreak stopped driving the golf car as the Ectonurite turned his head and noticed a fresh apple pie on a windowsill longing to be eaten fully.

Floating over to the window, Ghostfreak smirked and whispered, "Mmm... apple pie..."

SWOOSH!

Confused, Ghostfreak noticed an elderly woman trying to use a fly swatter to get rid off a fly.

"Grrr..." the female lady growled before she opened her mouth.

ZIP! SPLAT! THWOOSH!

The elderly lady jumped upwards to the ceiling and stuck to it like a spider before she swallowed the fly with a sickening crunch and landed on the floor with her neck cracking bizarrely.

CRUNCH! CRACK!

Shocked, Ghostfreak shuddered in disgust muttering, "Blech! I guess that confirms my theory on the ninja old people here."

Turning around, Ghostfreak noticed Marty driving on another golf cart with a large rug being discarded next to it.

SKIRT!

Nearby some lawn sprinklers activated as Marty gasped and veered the cart away to the left narrowly avoiding the sprinklers.

Sighing in relief, Marty drove on as Ghostfreak watched on in curiosity and wonder muttering, "I wonder what Mr Friendly is up to... time to find out..."

Whoosh...

Ghostfreak then left the pie behind and began to follow Marty still intangible.

A few mins later...

Ghostfreak hovered in the air near Marty's cart still intangible as the Ectonurite watched Marty hauling a large red floored carpet on his shoulder easily near the retirement complex's waste management area.

As Marty walked near a padlocked gate, he did something bizarre.

SQUELCH!

Marty stretched his legs over the gate with no effort at all before he walked over to the dumpster on the other side of the gate.

"This place just keeps... getting weirder by the minute..." Ghostfreak shuddered as the Ectonurite phased through the gate as he watched Marty walking to the dumpster.

Checking the perimeter, Marty dropped the carpet on the ground as placed his hands on the dumpster and began to move it sidewards.

SCRATCH!

The dumpster screeched onto the ground as Marty pulled the dumpster revealing a large hole that entered the ground below for miles.

Interested by this development, Ghostfreak floated closer to Marty as he prepared to enter the hole.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Ghostfreak's chest began flashing red as the Ectonurite's singular eye widened in shock.

FLASH!

A large bright red flash covered Ghostfreak as the Ectonurite morphed back to Stan.

As the red light faded, a shocked and confused Stan emerged whispering, "Uh, oh..."

Marty froze having heard the flash and Stan whispering as his head turned 180 degrees.

CRUNCH!

The neck crunched and snapped violently as Stan slowly stepped back sweating with fear muttering to Marty, "Um... Look, old-timer, I can explain this okay?"

"Grrrrr..." Marty growled as he turned the rest of his body with it crunching and snapping before he screeched loudly.

CRUNCH! SNAP!

"SCREECH!" Marty howled hungrily at Stan.

"OH CRAP!" Stan shouted out as he turned and began running away from Marty who began chasing after Stan.

THWOOSH!

"ARGH!" Stan panicked as he felt something slimy grip around his leg like a snake.

Turning around, Stan noticed Marty using his arms to drag Stan towards him as he laughed madly.

"Get off me you freak!" Stan protested loudly as Marty managed to drag him.

WHAM!

Stan's shoe and foot ended up being violently kicked in Marty's face.

"HISS!" Marty grunted in shock as his arms retracted as Stan was sent scrambling onto the ground.

Narrowly dragging himself away from Marty, Stan slowly stood up off the ground and began to climb up the gate using the fence holes in the gate as support.

"ROARR!" Stan heard Marty as he narrowly managed to clamber over the top of the gate fence before he jumped off and landed on the ground with his hands and knees.

THUD! WHOOSH!

"Ooof!" Stan grunted in shock feeling his hands and knees ache slightly.

Ignoring the pain, Stan stood up and shook his hands before running off away from the fence as Marty walked over the gate stretching his legs again.

"ROARRR!" Marty growled out noticing Stan manoeuvring to the golf cart.

Clambering onto the driving seat, Stan briefly analyzed the controls before he turned his head and noticed Marty chasing him.

"GAH!" Stan yelled in shock as he quickly pressed his foot on the accelerator gear of the golf cart.

SKIRT!

The golf cart blasted off violently with the vehicle spluttering and putting as Stan struggled to control the golf cart before he managed to regain control of the vehicle.

Smiling in relief, Stan sarcastically muttered, "How has it come that a ten-year-old child is fleeing from a creepy old guy on a golf cart? This summer keeps getting crazier."

"HISS!" Marty roared out as Stan turned his head and noticed Marty sprinting faster to the golf cart.

"Umm, I did not see your face turn fully, you freaky old time! Buzz off!" Stan yelled to Marty who roared back in response, "HISS!"

Turning his head back around to focus on driving, Stan noticed that the streets were thankfully clear and that no other elderly citizens were witnessing what was going on.

"Man what kind of vitamins or drugs are these freaky old people taking?!" Stan pondered as he increased his foot speed on the accelerator pedal.

A COUGH! SPLUT!

The engine of the golf cart spluttered and coughed with smoke starting to emerge from it as Stan sighed thinking, _"Great, can things get any worse?"_

KA-THUNK!

Shocked, Stan noticed Marty's thick rubber-like arms stretching before they wrapped around the supports of the golf cart.

SKIRT! SCREECH!

"Me and my big mouth," Stan muttered in annoyance as he struggled to move the golf cart forward with his foot pressed down on the accelerator gear.

SKIRT!

"HISS!" Marty roared in triumph as he dragged the golf cart back even further with the vehicle skidding on the ground widely with smoke and debris rising from the floor.

As Marty continued to drag the golf cart back, Stan was attempting to get the Omnitrix working again with his left hand frantically messing with the alien device whilst his right hand gripped onto the steering wheel tightly.

"Come on... Come on... Work you stupid watch!" Stan pleaded as the Omnitrix continued to beep negativity in its recharge mode.

Beep... Beep... Beep...

Sighing in worry, Stan panicked mumbling, "Oh man... I guess I'm screwed aren't I?"

BEEP!

The Omnitrix suddenly beeped as the dark red recharging colour vanished with an active vibrant green colour replacing it as the core automatically popped up revealing Diamondhead's silhouette.

 _"What?! I always thought I had to… Ah, screw it going Diamondhead!"_ Stan quickly thought as his hand slammed down the exposed glowing core.

FLASH!

A large flash of green light covered the golf car as Stan transformed to Diamondhead unknown to Marty.

As the green light faded, Diamondhead smirked as the Petrosapien morphed his free hand into a diamond sword.

SLICE!

"ARHGGGH!" Marty howled in pain as the mutant human ended up rolling and skidding onto the ground.

SKIDD! CRASH!

Gritting his teeth, Marty slowly stood up and noticed that Stan had gone and shockingly noticed Diamondhead driving the golf cart.

"A Petrosapien?! But where did the boy go?" Marty muttered in confusion before he glared and began chasing after the cart again.

"Okay, maybe Diamondhead was not the best choice for driving a cart; Upgrade would have been more useful," Diamondhead complained slightly as he slowly drove the cart onwards sitting down on the cramped seat with his large size nearly covering the whole vehicle.

THUMP!

Diamondhead frowned as he heard Marty jumping onto the cart roof as the Petrosapien glared annoyed declaring, "Right, time to slice this thing in half."

Focusing his back, Diamondhead gritted his teeth as a large diamond spike slowly formed on his back.

SKUNK!

"HISS!" Marty howled in pain as the large diamond spike ripped upwards slashing the plastic roof and Marty's body.

"End of the line, you geezer!" Diamondhead taunted Marty as the mutant human slowly began to avoid the diamond spike with his stretched arm's flying downwards near the Petrosapien.

Distracted, Diamondhead began to lose focus as the Petrosapien attempted to swat Marty off the roof of the go-cart not noticing the vehicle swaying sidewards left and right whilst the engine continued to sputter and break apart.

SKIDD! SKIRT! SCREECH!

"Man, you just don't know when to quit do you?" Diamondhead stated to Marty before the Petrosapien froze in shock having noticed a parking barrier ahead.

"Oh no!" Diamondhead yelled in shock as the Petrosapien braced himself for the upcoming collision.

KA-CRASH! THWOOSH! CRACK!

The impact was severe as the golf cart bounced off the barrier launching upwards into the air before it plummeted down onto a nearby grass lawn.

Marty howled in shock as the mutant human was sent flying onto the nearby grass in a splodge of a withering mess whilst Diamondhead was trapped on the upside-down golf cart.

SKIRT!

Diamondhead ripped the roof of the golf cart off as the Petrosapien slowly clambered out of the destroyed golf cart feeling dizzy before he regained his footing.

"Grrrr..." Marty glared in anger as his body slowly reformed and stood upright as he twisted his head.

SNAP! CRACK!

"I don't have time for this bullcrap," Diamondhead spoke to Marty as the Petrosapien formed his hands into diamond-like shards whilst Marty stretched his arms forward.

SQUELCH! THWOOSH! CRACK!

"GRRR!" Marty howled ferally as his rubbery hands were embedded with various small diamond shards.

THWOOSH! CRACK! SLICE!

Diamondhead then fired more diamond shards that embedded into Marty's skin as he retraced his hands in pain shaking them as the diamond shards fell off landing on the grassy lawn below.

Enraged, Marty glared at Diamondhead who taunted, "Give it up ugly! I can keep this up if you try again."

"GRRRR!" Marty growled as he stepped forward as Diamondhead glared at his opponent with his thick yellow eyes staring at Marty's dark grey ones.

SKIRT! SPLASH!

Hissing in pain, Marty finally gave up and fled away from Diamondhead as the confused Petrosapien noticed a nearby water sprinkler that had splattered Marty with water.

"Okay, what just happened?" Diamondhead murmured in confusion as he noticed Marty run off into the distance.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Diamondhead then began to beep red as the Petrosapien shrugged to himself.

FLASH!

A large red light illuminated the area briefly as Stan transformed back to normal from Diamondhead.

Once the light faded, Stan froze and muttered in realization, "I need to warn the Tennyson trio!"

Stan quickly hastened his pace and ran off away from the wrecked site of the golf cart back to Aunt Vera's house.

Twenty mins later...

The sun had begun to set in the dry dusty afternoon as a tired and sweaty Stan ran back to Vera's house.

THWOOSH! SLAM!

Pushing open the door, Stan ran into the house where he noticed the Tennyson trio talking inside the kitchen.

"Guys! Something is screwed up about this place!" Stan yelled to everyone in the room before Max shushed him replying, "Ssh... Aunt Vera is in bed."

"Really? It's only like 6.30 pm, but never mind this may take a short while." Stan responded to Max and moved to the dining table and sat down while the Tennyson's sat on the table as well before Stan cleared his throat.

Beginning to explain, Stan stated, "Right, so basically I was out for a walk as Ghostfreak and I saw some crazy things, to say the least. First, this old woman ninja scales up to a wall like a spider, munches on a fly and lands on the floor without so much as a scratch on her. Then, Marty, the creepy old guy from next door is this bizarre alien that can stretch his neck 180 degrees and he can also stretch his body and-"

"Slow down, kiddo," Max responded calmly as Stan stopped talking and froze when Gwen said disappointedly, "Stan, you snuck out. Aunt Vera was hurt."

"I'm sorry for sneaking out as Ghostfreak then." Stan said defending himself as Ben butted in saying, "Don't worry, she's old. She'll forget soon enough, besides I believe you, Stan."

Smiling, Stan thanked Ben before explaining, "Thanks for having my back, Ben. Anyway, I think that maybe Four Arms or Heatblast should check out his apartment."

Frowning, Max thought about Stan's suggestion declaring, "Well, maybe we should do some investigating, but Stan you should stay as you are."

"Understood Max, besides the watch needs to recharge anyway." Stan smiled back as Max laughed and responded with an exaggerated elderly voice, "Us old geezers don't forget as much as you think."

Winking at the kids, Max laughed slightly before he walked off as Gwen stated to Stan, "You know, ever since you got that watch, you're a magnet for the weird."

"It's not my fault, I got this watch when I was just in the wrong place at the wrong time last week. Besides, I'm fairly certain all off this crazy stuff would still have happened even if I had not found the watch, to begin with." Stan explained to Gwen with Ben agreeing to add on, "He does have a point you know."

A few mins later at Marty's house...

Stan gulped nervously as Max lead the group to Marty's house as the moon slowly began rising in the evening.

"Hello? Anyone home?" Max asked having knocked on the door only for no response to occur before Max leaned down and opened the door.

Creak...

Opening the door, Max peeked inside the door before he ushered in the kids inside the old creepy house.

Inside the old house, the group looked around as the desert wind howled outside whilst a grandfather clock chimed nearby with creepy shadows of the group scaling the wall.

 _"God... This reminds me of the manner in Resident Evil...",_ Stan shuddered in fear as the group walked further into the house passing above a kitchen fan as Gwen felt something brush her shoulder.

Brush...

"GASP!" Gwen panicked in fear stepping back in shock as Stan hid behind Max shaking in fear before Ben rolled his eyes and turned on a nearby light switch.

FLICK!

The house lit up as the object that brushed Gwen was a large thin coat and a hat on a clothing rack nearby.

Analyzing the room Max muttered, "Well, nothing seems out of whack Stan."

"I'm telling you, I know what I saw. Look, do you see the missing carpet/rug on the floor? Marty had it with him for some reason as he was heading to the dumpster. I am not sure why, but he did that." Stan explained to Max who frowned in confusion.

"Hmmm… Maybe he does have a point, why would someone remove an expensive rug from the floor?" Gwen questioned Marty's actions as Stan promised, "I'm telling ya, something crazy is going on here and I will prove it."

"Well, there is not more we can do here. Let's go back to Vera's house and call it a night." Max explained as the group left Marty's house behind.

A few mins later at Aunt Vera's house...

Back at Aunt Vera's house, Max explained, "You kids sleep well. I'll be in the guest room if you need me."

"But Grandpa..." Ben began before Max interrupted him saying, "There's nothing more we can do tonight. I'm going for an early walk in the morning. When I get back, we'll check things out again. Now get some rest."

Yawning, Max walked out of the room before Stan replied yawning as well, "Well, I'm going to hit the haystack, goodnight guys."

Smiling, Gwen responded to Stan, "Goodnight." as Ben yawned replying, "Same here."

Thirty mins later in Vera's room...

Vera snored quietly as a slimly yellow ball of mass slithered in the rafters above her head.

Squelch... SPLAT!

The blob of mass then impacted onto the ground as the blob slowly slid up Vera's arm before she awoke in shock only seeing the ball of slime slowly cover her up.

"What... Max... Kids..." Vera muttered in shock becoming gagged by the blob of slime as she squirmed and moved on the bed before all went silent.

The next morning...

The fridge door creaked open as Ben peered inside looking for something to eat as Gwen got a drink of water from the sink while Stan eats some Doritos crunching on the treat hungrily.

"Prune juice, prune juice and oh, what a surprise, more prune juice." Ben sighed closing the fridge door as Stan spoke back saying, "Ben, what were you expecting in there? A goldmine of food? Not here."

"Says you, Stan, you're eating crisps for breakfast," Gwen responded as Stan rolled his eyes and stated bluntly, "Hey! I ate an apple this morning as well and they are Doritos, not crisps."

"Why does it seem old people were always old anyway?" Ben then interrupted the argument as Gwen replied, "Well, young people like us will get old one day."

Stan shuddered at the disturbing thought thinking, _"Man imagine an old version of me, snoozesvile."_

Creak...

The kitchen door then opened as Aunt Vera entered the room as Gwen noticed her and asked, "Good morning, Aunt Vera. How did you sleep?"

"Just... fine, How about you Ben?" Vera replied with little emotion in her voice as she reached over and pulled on Ben's cheeks as Stan shuddered grossed out.

"I'm fine, Aunt Vera, okay?" Ben protested as Vera let go of his cheeks.

"I made you some coffee, Aunt Vera." Gwen smiled happily walking over holding a tray with some water and coffee on it.

THWOOSH! CRASH!

Gasping, Gwen froze in shock as she accidentally dropped the tray onto the floor with the water and coffee leaking onto the floor as silence occurred in the room.

"Sorry!" Gwen shouted in embarrassment as Vera froze before...

WHOOSH!

Vera ended up jumping onto kitchen shelves doing the splits on the wall as the kids watched on in shock and horror.

"Clean it up! Clean it up right now!" Vera ordered frantically as Gwen gulped kneeling downwards and began cleaning up the mess as Stan kneeled and helped as well clutching another towel.

"I'm sorry." Gwen stated in sadness as Stan comforted her saying, "Gwen, It's done. The best thing we can do is clear up the mess."

As Stan and Gwen finished clearing up the mess, Vera leapt down from the wall onto the floor glancing around before she noticed Max was missing asking, "Where did your grandfather go off to?"

"He said he was going for an early walk," Gwen replied nervously as Stan frowned at Vera slightly.

Not noticing Stan growing at her, Vera spoke, "Well, behave yourselves. I'll be back soon."

Vera then walked out of the house and left the kids in silence as Ben questioned, "Anyone else thinks she was acting odd when that happened?"

"There is only one thing to deduce: She's one of them." Stan bluntly stated as Gwen asked back, "One of what?"

"Whatever possesses the old people, I mean come on, an old person aged 64 doing the splits? Plus the fact that Marty attacked me yesterday? Something crazy and bizarre is going here and I think the whole town is infected in my opinion." Stan fully explained to Ben and Gwen.

Nodding, Ben responded to Stan eagerly, "I believe you, Stan. I would have said you were crazy until I saw it myself."

"But Aunt Vera was not like that before," Gwen said intrigued and confused as Stan replied saying, "I know, but something must have got her last night and it seems to be spreading. What if this thing or disease spreads beyond this retirement community?"

"You're right; something has gotten to her and the other fossils around here." Ben said agreeing with Stan as Gwen then suggested, "I think we should find Grandpa Max before things get any worse."

Smiling with Ben and Gwen's enthusiasm, Stan then stated boldly, "Come, let's find Max and get him to safety."

Thirty mins later…

The group was sneaking down an alleyway as Gwen was shown to be wearing a pink backpack whilst Stan took the lead ahead.

"So where are we going, Sherlock?" Gwen asked Stan who leaned against a wall and peeked his head around the corner noticing two seniors looking suspicious walking past them down the road as he pushed his head back to Ben and Gwen.

"We need to get to the trap door by the dumpster, that old guy Marty threw something in the chamber yesterday, I saw it as Ghostfreak," Stan explained to Ben and Gwen who peeked around the corner one last time noticing it was clear before he shouted out, "Okay... Move now!"

The three kids quickly sprinted across the road to another nearby alleyway.

At the same time in another alley...

Marty and another senior citizen waited patiently near a wall before Vera walked up to them inquiring, "Is the food supply ready for transport?"

"The food pods are in the final stages of gestation. What about the young ones?" Marty asked Vera back who shook her head and stated, "Too chewy, besides they need to age more before they get nice and tender."

"I'm not talking about eating, the boy with the glasses suspects too much," Marty explained smirking darkly.

Smiling back, Vera nodded and replied in a disturbing tone, "Well then, we just have to ensure that they no longer live."

Back with the kids...

The desert wind howled loudly as Stan lead Ben and Gwen down a block of the community walking down the route Marty had been following earlier before he spotted the dumpster.

"It's right over there," Stan stated happily pointing his hand over to the dumpster.

"Just follow the disgusting smell," Gwen mumbled holding her nose as Ben grinned asking, "Yeah, the air reeks, you sure it was not you dweeb?"

Ben laughed out loudly as Gwen rolled her eyes and responded, "Shut it, doofus."

Annoyed with Ben and Gwen arguing, Stan turned around and responded casually, "Guys, this is not the time for arguing. We have a job to do."

Refocusing on leading the group, Stan noticed two female seniors playing shuffleboard before they both turned and stared at the kids.

"HISSS! SCREECH!" The female seniors growled ferally before they used the wooden sticks to chuck the pucks towards the kids.

WHOOSH! THWACK! CRACK!

"Duck!" Gwen yelled in shock as she narrowly dodged a puck ducking downwards as Ben panicked yelling, "Oh man!"

"Run, get to the corner now!" Stan shouted out as he ran off down the road narrowly dodging and ducking away from the flying pucks as Ben and Gwen ran after him.

CRACK! ZIP! WHOOSH! SMACK!

The kids thankfully were able to escape from the pucks being fired as they sprinted and hid behind a house corner with everyone panting in tiredness and exhaustion.

"So, Gwen do you believe me now?" Stan asked breathing tiredly as a panting Gwen replied, "Yeah, I sure as hell do."

"Grandpa?" Ben said in shock and happiness noticing Max emerged from the shadows asking, "Guys, what's going on?"

Shocked, Gwen noticed something odd about Max as she stepped back in fear as Ben shouted to Max, "They're everywhere!"

"Max, the old people are going nuts here!" Stan yelled agreeing with Ben as Max smirked and muttered, "I know. Come here, I'll protect you."

Shocked, Stan and Ben moved back as Max stretched out his arms and opened his mouth showcasing thick jagged teeth as he roared, "ROAAAR!"

"Let's get out of here!" Gwen yelled out before she ran back around the corner with Ben and Stan narrowly running with her.

Running around the corner, the kids narrowly missed Max as he roared and crashed into a nearby stack of bins.

"ROARRR!" CRASH! THWACK!

Sprinting away from the wrecked bins, The kids ran down another block as Stan attempted to get the Omnitrix working only for the watch to beep still recharging.

"Look out!" Ben shouted out as Stan looked up and noticed a grinning Vera along with Marty and another senior blocking the road ahead.

"Stay still darlings!" Vera shouted out loudly as Stan panicked yelling, "Oh crap! Go back!"

Turing around the kids noticed Max charging at them as Ben muttered in shock, "Oh, this is not good."

CREAK!

Confused, Stan turned around and noticed the group of seniors surprisingly lifted a large family car and hurled it towards the group of kids.

THWOOSH!

"Scatter!" Stan shouted out as the kids scattered in different directions away from the hurling car before the vehicle crash-landed onto Max.

CRASH! THWACK! SPLAT!

The car crumpled as Max was splattered onto the ground as the car slammed onto the ground skidding with dust flying into the air from the impact.

"No!" Gwen yelled in shock as the boys froze before Stan yelled, "Gwen! That's not the real Max!"

SPLOSH!

True to Stan's word, a formless brown-yellow slime-like being flowed out from the wreckage of the vehicle.

SPLURGE!

The blob then formed into a humanoid figure them merged into Max who looked the same except his left eye was damaged revealing a bright red alien iris staring back.

"ROARRR!" Max yelled madly as the other seniors joined Max forming a small hoard of creatures growling and hissing ferally.

Moving back, Stan noticed the dumpster and the hoard moving closer before Stan shouted out, "Ben, Gwen get to the trap door! It's underneath the dumpster!"

Nodding Ben and Gwen ran over to the dumpster and began working together.

WHOOSH! Creak...

Gwen quickly opened the gate to the dumpster whilst Ben ran over to the dumpster and began pushing it.

SCREECH!

As Ben and Gwen struggled to push the dumpster, Stan noticed the Omnitrix on his arm beeping a bright green having fully recharged.

BEEP!

Smiling darkly, Stan activated the Omnitrix with the watch core popping up before Stan glared at the horde of senior citizens declaring, "You think you're an animal? Let me show you the one I like to call, Wildmutt!"

FLASH!

A large flash of green light covered Stan as his transformation into Wildmutt began as Gwen and Ben finished pushing the dumpster.

The Omnitrix sunk into his wrist with a bright green flash, causing his veins to pulse and expand all over his body as he closed his eyes.

When Stan reopened his eyes, there was a bright orange colour.

At the same time, orange fur began to grow all over his body covering his clothes as he seemingly knelt.

Also, his fresh and clean teeth transformed into sharp glistening fangs.

He then held out his arm as it turned into a three-fingered paw that then grew black claws.

Finally to finish the watch symbol appeared on a brown shoulder pad that had formed.

Once transformed Stan stood up like a dog before howling and roaring as slime and spit flew out from his mouth.

As the green light faded away, Ben and Gwen watched on noticing Wildmutt growling and snarling at the senior citizens as the Vulpimancer stood his ground.

"ROARRR!" Wildmutt growled to the senior citizen horde which hissed back in response, "HISSS!"

Glaring, Wildmutt turned his head to Ben and Gwen as the Vulpimancer noticed that the dumpster had been moved to the side.

"HOWL!" Wildmutt roared to Ben and Gwen who both shrugged moving aside from the dumpster as Wildmutt moved over and grabbed hold of the dumpster.

THWOOSH! SMASH! CRACK! SPLAT!

Wildmutt grunted loudly before the Vulpimancer hurtled the dumpster like a projectile as the massive object slammed into the group of senior citizens crushing them onto a nearby wall.

"GRR! RAAGGH!" Wildmutt roared in victory before he turned back to Ben and Gwen as Ben asked Wildmutt, "Uh, what do you want us to do boy?"

"RRR..." Wildmutt responded to Ben before he pointed his body towards the trapdoor as Gwen nodded stating to Ben, "Got it, doofus help me unlock the door."

"Sure dweeb," Ben responded as both cousins ran over to the trap door and began unlocking it with Gwen unlocking the door latch.

Scratch! Scratch!

"Rrrr..." Wildmutt whimpered as the Vulpimancer used his rear to scratch his itching back panting whilst Gwen commented, "That's scary, I'm starting to speak mutt."

"Yeah, this summer just keeps getting crazier." Ben agreed with Gwen as Wildmutt finished scratching himself.

THUNK! SPLODGE!

Confused, Wildmutt turned his head and noticed the senior citizens oozing out of the dumpster forming from a large brown-yellow blob of slime mass to blob humanoid shapes which reformed back into the senior citizens.

"Get the damn kids!" Vera yelled in annoyance before she growled and led the rabid hoard running towards the human kids and the young Vulpimancer.

"Whrrr..." Wildmutt whimpered in disbelief as the Vulpimancer noticed Ben and Gwen having opened up the trap door.

"Okay, so now what? WOAH!" Ben yelled in shock as Wildmutt walked over and holstered Ben and Gwen onto his back one at a time.

THWOOSH!

"Hold on!" Gwen shouted out to Ben before the Vulpimancer jumped down into the hole below the hatch door roaring, "ROARRR!"

THWOOSH!

As Wildmutt, Ben and Gwen vanished into the cavernous hole, the senior citizens ran over from above whilst Marty remarked, "The boy with the glasses can shift into other races, I saw him morph into a Petrosapien yesterday."

Vera smirked darkly feeling excited about the challenge Stan would present as she stated, "Vulpimancers are not that smart anyway, besides we have the larger numbers."

KA-THUD!

A large cloud of dust and slight debris went flying across the rocky and dust cave as Wildmutt shook himself with Ben and Gwen holding on tight with both of them feeling slightly dizzy from the landing.

"Does the expression look before you leap mean anything to you?" Gwen responded coldly to Wildmutt as Ben moaned saying, "Ugh, I don't feel so good..."

"Whrr..." Wildmutt whined sadly in response to Ben who spoke back, "You're sorry? That's okay with me."

"HISSS!" The seniors roared out as the group looked upwards noticing the seniors clinging to the walls of the cave-like spiders.

"Uh, guys?" Ben asked in shock as Gwen shouted to Wildmutt, "Wildmutt, Get moving!"

"ROARRR!" Wildmutt responded before the Vulpimancer began sprinting off down into the cavern tunnel.

SPLAT!

The seniors landed on the cave floor as the hoard chased after the group still growling and hissing madly.

A few mins later...

WHOOSH! THUMP! THUMP!

"Hurry..." Wildmutt panted as the Vulpimancer sprinted down the vast cavernous tunnels as Ben and Gwen clung onto Wildmutt tightly.

Shortly there was a diversion where the tunnel split into two different paths as Wildmutt skidded to a halt before Ben and Gwen clambered off the Vulpimancer.

"These tunnels must go under the whole complex," Gwen replied as she analyzed the tunnel network.

"So which one do we through then?" Ben asked Gwen who shrugged as both kids began looking around.

"RRR?" Wildmutt muttered as his heat vision perked up showcasing a humanoid figure as the Vulpimancer began growling and shaking.

"Grrr... ROARRR!" Wildmutt howled angrily as the Max creature stretched it's rubbery arms forward.

WHOOSH!

The arms narrowly missed Ben and Gwen as Wildmutt chomped down on Max's rubbery arms.

CRUNCH!

"HISSS!" Max howled in agony as Wildmutt then used his strength to hurl Max into the cave wall.

CRASH! RUMBLE! THWACK!

Rocks and other debris crashed onto Max as Wildmutt spat some slime onto the ground and stood protectively in front of Ben and Gwen.

THWACK! WHOOSH!

The Max creature shoved off the rocks and rubble before it glared at Wildmutt and hissed loudly, "HHHHIIIIISSSSSISSSSSS!"

Glaring, Wildmutt opened his mouth and roared with slime and spit flying out of his mouth, "ROOOOOOAAAAARRRRRR!"

Shocked, Ben and Gwen watched on as Wildmutt and Max then charged towards each other before they both collided violently.

KA-CRASH!

A large cloud of dust and debris was launched into the air that covered the cave forcing Ben and Gwen to cover their eyes with there hands as both aliens brawled fiercely like rabid animals.

SMACK! WHOOSH! CRASH!

Within the dust cloud, Wildmutt and Max were grappling violently as Max used his thick rubbery arms to ensnare the Vulpimancer.

"RAGGHH!" Max yelled before he used his thick rubbery arms tossing Wildmutt over his head.

CRACK!

"HOWL!" Wildmutt grunted in pain as the Vuplimancer landed on his back with blood leaking out from the cuts.

Smirking, Max laughed darkly as Wildmutt slowly clambered onto his back whimpering in pain.

"You're no hero, you are just a big stupid dog and now the kids are next." Max taunted Wildmutt as the Vulpimancer glared and roared back in response, "ROARRR!"

Grinning Max ran forward as did Wildmutt before both combatants collided again in another cloud of dust and debris.

KA-CRASH!

As the dust cloud cleared up, Wildmutt was shown clawing and biting Max several times with yellowish holes and goop forming where the blood was meant to be.

CRUNCH! BITE! SNAP!

Glaring, Max landed several hits on Wildmutt in response as saliva and spit went flying out of the Vulpimancer's mouth.

PUNCH! SMACK! CRACK!

"Is that the best you can do you mangy mutt?!" Max shouted in response as Wildmutt glared and thrust his body against Max towards the cavern wall.

CRASH!

Another cloud of dust and debris appeared from the cave as Max shouted on in shock pinned to the wall before Wildmutt crushed his left arm using his sharp teeth.

CRUNCH!

"GRRRRR!" Max growled in shock before Wildmutt then began shaking his left arm madly.

WHOOSH! SHAKE!

"Ugh, this fight is brutal!" Ben murmured feeling uneasy watching the duel.

"Don't look then dweeb," Gwen bluntly stated as Ben muttered back annoyed, "Doofus."

CRACK!

Wildmutt slammed onto the dirt ground as the Vulpimancer finally let go of him having shaken him like a chew toy.

THWOOSH! SMACK! CRACK!

As soon as Wildmutt let go of Max, he slammed into a large rock before the creature crashed and tumbled onto the ground numerous times finally skidding to a halt.

"ROARRRRR!" Wildmutt roared in triumph as the Vulpimancer slowly walked over to the injured and broken Max who was covered in numerous cuts and gashes with yellow blood leaking out.

Growling, Wildmutt raised his arm and prepared to claw the Max creature who panicked and reformed itself saying gently, "You wouldn't want to hurt old Grandpa Max, now would you?"

"RRRRRR?!" Wildmutt growled slightly as the Vulpimancer eased back thinking, _"What am I doing? Is this the right way to treat an ally?"_

Shaking his head in shock, Wildmutt stopped thinking before Max smirked darkly.

CRACK! WHACK!

Max then performed a large 360 spin kick in the air that sent Wildmutt flying back into the air before the Vulpimancer landed on all fours again on the ground.

THWOOSH! SKID!

Skidding onto the ground, Wildmutt regained his footing and glared at Max before he noticed Ben and Gwen climbing onto his back.

"Hey, short, dumb and hairy. Rule One: He's not Grandpa. He's an alien freak." Gwen explained to Wildmutt as Ben shouted out, "And that leads to Rule Two: We kick alien ass!"

Wildmutt smiled toothily in response before he opened his mouth and gave out his loudest roar yet, "ROOOOAAAAAAAAAAARRRRRRRRRRR!"

The huge roar echoed across the cave as Max slowly stood up and hissed back loudly, "HISSSSS!"

Ignoring the charging Max, Ben and Gwen gripped onto Wildmutt tightly as the Vulpimancer rammed his large orange head into Max's gut.

KA-CRACK!

The impact was catastrophic.

"UGHH! NOOOOO!" Max howled in pain and agony with spit flying out of his mouth as he flew through the air towards the cavern wall.

CRACK! SMACK! CRUMBLE! SPLAT!

Huge cavernous rocks crumbled and crushed onto Max as he howled in pain being crushed buried in the debris as the sounds of spitting and squelching echoed across the cave before the dust finally settled.

Smirking Wildmutt walked forward to the rubble before he roared victoriously, "ROARRRR!" as Ben and Gwen cheered as well.

"Nice work, Wildmutt!" Ben praised happily with Gwen replying, "Yep, I've got to admit that the fleabag did a great job."

"Yawn..." Wildmutt responded as the Vulpimancer slowly sniffed the air briefly.

"ROOOOAAAAARRRRRR!" Wildmutt howled in as the Vulpimancer slowly began running off down a tunnel.

"What?!" Gwen shouted in confusion as Ben yelled to Gwen, "Hold on!"

THUMP! THUMP!

Sprinting down the cave tunnel Wildmutt quickly thought, _"I think I know where the alien base is! Too bad I can't talk in this form…"_

Spotting the last part of the cave tunnel, Ben held on tightly as Gwen stated loudly, "Whoa! You don't come with seatbelts remember?!"

BEEP! BEEP! BEEP!

The Omnitrix symbol on Wildmutt's pad then began beeping bright red as Ben yelled in shock, "Look out!"

"Oh, crap," Gwen muttered bracing herself for the impact as Wildmutt rammed into the cave wall.

CRASH! RUMBLE! WHOOSH! FLASH!

The cave wall imploded with dust and rubble flying everywhere as Wildmutt transformed back into Stan with a large flash of red light as the kids collided with the ground.

Groaning, Stan slowly reopened his eyes noticing that he was lying on his front as a dazed Gwen shook her head whilst he heard Ben groaning nearby.

"Uh... Is everyone okay? What... Who's on top of me?" Stan asked in concern as he noticed Gwen on top of his back.

"Gwen?!" Stan muttered in shock and embarrassment as he felt his face blushing slightly.

"Hey, freakshow! What do I look like, a crash test dummy?!" Gwen yelled out annoyed as she climbed off Stan's back and brushed herself down before Stan slowly stood up and scratched his back embarrassed.

"Yeah! What are we dummies?!" Ben yelled walking over to Stan as well who calmly moved back explaining, "Guys look, I'm sorry for the stunt Wildmutt pulled back there, but my scent picked up something down this tunnel."

After Stan finished explaining the situation, he turned to Gwen and asked her, "Do you have any flashlights, Gwen?"

Nodding, Gwen kneeled and unzipped her backpack and took out three flashlights replying, "Yes I do. Here you go."

"What are these for?" Ben questioned Gwen as she handed over a flashlight to him explaining, "Simple, we use these to navigate our way through this cave network."

"But won't anything else down here is alerted because off us?" Ben said slightly worried.

"Maybe, but we don't have much of a choice, we need to find the real Max as soon as possible," Stan replied to Ben who turned on his flashlight.

Flick!

With a bright flashlight illuminating the tunnel, Stan began walking down the long cave tunnel with Ben and Gwen following him.

"So what do you think these aliens are?" Gwen asked Stan and Ben.

"They remind me of boogers if they were alive and talking," Ben suggested as Stan added, "Maybe, I was thinking more like slime aliens."

Rolling her eyes, Gwen responded to the boys saying, "Let's just keep going please."

"Yep, it's going to be a while before something interesting happens," Stan stated agreeing with Gwen's opinion.

A few mins later…

Stan noticed a large bright light ahead in the tunnel as he slowly turned off the flashlight with Ben and Gwen following after him.

"What is that?" Gwen asked confused as Stan muttered, "I don't know, we must have found a large cavern of some kind."

As the kids reached the cliff face, they were stunned by their find.

"Whoa... Do you see this?" Ben muttered in surprise as Stan stated in awe, "Oh my god..."

A significant and huge cavern was shrouded in sunlight from above-revealing hundreds if not thousands of green xenomorphic like pods covering the cavern in clusters.

In the direct centre of the cavern stood a large metallic and organic UFO that dominated the centre of the cavern.

The wind howled above as dust and debris rumbled in the distance of the rocky cavern with Gwen remarking, "It's like everyone in the Retirement Village has been podded up..."

"There must be hundreds of them," Ben stated in shock as Stan frowned mumbling, "Yeah, I think you're right Ben. Come on, let's see if we can find a way down."

Looking around, Ben then noticed a dirt path leading to the bottom of the cavern before shouting out, "Over here! There is a path that goes down into the cave."

"Nice work, Ben!" Stan praised his friend as Ben smiled happily back.

The kids then slowly walked over to the dirt path and began walking down.

Slide! Rumble!

Sliding down on his back, Stan ended up at the bottom of the dirt path before he got up and began looking around the pods as Ben and Gwen slid down after him.

Looking around the huge maze of green pods, Stan stated to Ben and Gwen, "Search carefully and look around everywhere. We need to find Max asap."

Walking ahead, Stan began looking and observing the green pods where he found the various bodies of elderly civilians still alive but knocked out in a state of hibernation.

"Grandpa!" Ben shouted catching the attention of Stan and Gwen who followed Ben to a green pod.

Inside the pod, the hibernating body of Max floated in the green oozing substance before Ben gripped hold of the pod and peeled it open.

HISS! SPLOSH!

The pod hissed open as a cloud of green smoke flew upwards as a dazed and shattered Max fell out of the pod onto the desert ground as Stan ran over and kneeled next to Max asking, "Max, can you hear me?"

"Ugghhhh..." Max groaned out as Stan sighed in relief before Ben ran over and helped him up.

"I was out for a walk and then I can't remember what happened next…" Max explained as Ben and Stan helped him stand upright on his feet as Gwen stated, "It's a long story, Grandpa."

As Ben and Gwen began fully explaining what had happened to Max, Stan noticed another pod that had Marty trapped inside in a state of hibernation as he floated in the green oozing substance.

Gripping the pod, Stan prepared to peel it open when Vera interrupted him saying, "I wouldn't do that if I were you brat."

Shocked Stan turned around and noticed Vera walking with the other seniors surrounding her as Ben responded by saying, "Well you're not me."

"Not yet, I'm not," Marty stated grinning darkly as Stan finally lost his temper and yelled outraged to Vera, "You! Why the hell are you doing this you shapeshifter?!"

Smiling, Vera began explaining the plan to the group stating fully, "Why, it's quite a simple brat. Our race, the Limax requires human bodies as gestation or harvests like cattle to the slaughter. I am surprised you have very little knowledge of our species because you turned into a Vulpimancer and a Petrosapien earlier."

Rolling his eyes, Stan fired back darkly, "I am not telling you anything about how I did that." as Gwen responded with, "You'll never get away with this."

"Why we already have a girl." Marty spoke as Vera stated, "Indeed, this has been fun. But it has gone on for long enough."

Vera and then seniors then moved together in a group before they began transforming and shifting into the true mutated form of the Limax.

SQUELCH! SPLOSH! SPLAT!

The Limax were shown to be humanoid green amoeba slime creatures that had dirty pink see-through organs.

They also possed multiple eyes on each organ along with the bodies being misshapen in some occasions as one had an extra arm, whilst another had a misshapen body part.

"Behold our true form!" The Limax Leader declared as the trio of them walked forward whilst the group of four walked back slightly as Stan muttered, "Ugh, I'd say Ghostfreak is creepier than you guys."

"You'll have to fill me in later," Max stated to Stan as the group walked back into the Limax spaceship where Gwen accidentally touched the pink wall behind her.

HISS! BEEP!

The pink wall flashed yellow before the door opened up showcasing dozens of more pods on every surface in the inside of the organic ship.

Stepping inside the ship, Gwen shouted out, "Guys! Look what's back here."

"Their ship!" Max exclaimed in shock as he and Ben ran inside the spaceship as Stan followed them facing the Limax leader who stated, "They found it! We can't let them out!"

BEEP! WHRRR!

The Limax ship then activated and shined brightly illuminating the large underground cavern as the Limax leader ordered his fellow aliens, "Drones; get the pods on board, they've been marinating long enough."

"Marinating?" Max asked confused as Ben looked in the spaceship noticing Vera stuck in a pod on the wall.

"Alright, this has gone on long enough," Stan muttered as he noticed the Omnitrix had fully recharged and was now glowing a bright green colour.

BEEP!

Activating the watch, Stan scrolled through the silhouette's before stopping at Heatblast's silhouette as Stan stated to the Limax, "You guys burn me up."

FLASH!

A large flash of bright green light surrounded Stan as he transformed into Heatblast blinding the Limax.

The watch shrank down into his arm vanishing and from where it shrank, brown-orange like rocks began to appear down his arm slowly covering his body and clothing.

Next, the rocks continued to cover his body spreading to his legs and then his eyes as rocks slowly covered Stan's eyes as cracks slowly began to form in his rocky skin and the Omnitrix symbol ended up forming on his chest.

Finally to finish his head erupted into flames with a face outline as Heatblast stood there grinning darkly as an aura of flames and heat expanded from his body as the green light faded.

The Limax stepped back in fear from Heatblast as the Pyronite slowly opened his eyes and glared at the Limax declaring, "Now, I'm going to return the favour as Heatblast!"

The Pyronite then moved his hands forward before he screamed igniting flames around his body like an aura as a large plume of flame burst forth from his hands.

WHOOSH! SCORCH! BLAM!

"HISSS!" The Limax howled in pain as the slimy aliens slowly dodged the flames that Heatblast was spewing out before the Pyronite stopped firing his flames.

Grow... SPLODGE! SPLAT!

A grinning Heatblast froze and gasped in shock as the Limax merged and grew bigger as the blob stated grotesquely, "Whatever you are, you just made a terrible mistake. We Limax live for the heat. Why do you think we came to the desert in summer?"

SPLAT! THUNK! WHAM!

The blob finally fully formed into a giant that was three times the size of Heatblast as the Pyronite glared before shouting out, "Size does not matter, it's the skill to take them down! GUHHH!"

Gritting his teeth, the fire aura around Heatblast increased before he ran and charged towards the giant Limax and began unleashing a series of numerous jabs and crosses.

BLAM! WHACK! SPLAT!

The punches barely damaged the giant Limax as the creature muttered loudly, "Pathetic you foolish Pyronite."

THWOOSH!

The giant Limax then formed a giant tentacle from its oversized left arm and slammed it towards Heatblast.

CRASH! BLAM!

"URGGH!" Heatblast shouted out in pain as the giant Limax grabbed hold of the Pyronite and slammed him into the ground numerous times.

"ROARRR!" The giant Limax roared having beaten Heatblast before the giant alien turned it's head and noticed the Tennyson trio getting out various pods from the Limax ship and moving them outside.

To counter this, the giant Limax formed two blobs on it's back before they were launched from it's back.

WHOOSH! SPLAT!

The Limax blobs splattered onto the dirt ground before the blobs formed into two smaller Limax that ran towards the spaceship as the giant Limax watched on.

BLAST! BLAM!

Glaring, the giant Limax noticed Heatblast blasting more molten flames towards the giant alien with Heatblast stating, "I'm not done yet!"

At the same time...

Gwen grunted as she struggled to pick up Vera's pod from the wall not noticing two yellow goopy puddles forming near her.

Splurge... SPLOSH!

The puddles reformed into two standard Limax drones before one of the gooey aliens slashed her backpack.

SWIPE! SLASH!

Gwen gasped as she felt her backpack plunge onto the floor with the contents of her backpack scattering across the spaceship.

"Gwen!" Ben and Max yelled in shock worried for her as Gwen turned around and noticed the Limax drones.

Standing her ground, Gwen noticed her blue water pistol that was discarded onto the floor as the Limax noticed it as well.

"Hiss!" The Limax growled stepping back in fear as Gwen then realized how to beat them.

Grinning, Gwen dived onto the floor and grabbed hold of the water pistol as the Limax fled the spaceship.

"What are they running from?" Ben asked Gwen who responded by saying, "I think, I know."

SPLOSH! SQUIRT!

Gwen then blasted the Limax aliens with her water pistol.

SPLAT! MELT!

The Limax howled in pain before the aliens were dissolved into a thick goopy substance upon being hit by the water.

Smirking Gwen shouted out to Heatblast, "Heatblast! They hate water, like when Aunt Vera was in the kitchen!"

Surprised by Gwen's statement, Heatblast muttered, "Or Marty when I was on the golf cart."

Looking up past the head of the growling giant Limax, Heatblast noticed a rust water pipeline dripping slightly above the giant Limax with the Pyronite thinking, _"Eureka! I blast the water pipe and SKADOOSH!"_

"Any last words, Shapeshifter?" The giant Limax asked hungrily to Heatblast who smirked and said, "I do, time for you to cool off!"

Confused, the giant Limax stepped back in shock as Heatblast fired a fireball towards the leaking water pipe.

BLAST! SPRAY!

The water pipe exploded and cracked with water pouring onto the Giant Limax as Heatblast used his arms to protect his warm body from the substance.

"NOOOO! IT CAN'T BE! HISSS!" The giant Limax howled in agony as the giant alien let go of Heatblast.

"See ya, Slimeball!" Heatblast smirked as the Pyronite landed on the desert ground and ran off from the leaking pipe.

"GARGHRGARRRR!" The giant Limax hissed in pain and agony as the giant alien slowly began to collapse and fall with smoke rising off its decaying body.

"RRRRrrr..." The giant Limax growled before it finally fell apart and crashed onto the cavern floor.

CRASH! SPLAT! SPLOSH!

The giant Limax decayed into a giant green puddle that slid onto the desert floor oozing and shaking violently as Heatblast wiped away part of the Limax on his head declaring, "And that is how you wipe out an invading army."

Back with the Tennyson trio...

Ben and Gwen managed to push out one last pod from the ship as Max grabbed the last two saying, "Sorry! No drive-thru service here!"

Running off away from the Limax ship, the last remnant of the Limax invasion slid across the ground and into the ship before the door sealed itself.

SPLOSH! HISS...

The Limax ship slowly began to hover in the air as the Tennyson trio and Heatblast watched the Limax spaceship leave the cavern behind.

KA-WHOOSH! SMASH!

The Limax ship finished hovering in the air before the vessel blasted off into space damaged and destroying the cavern as rocks and rubble rained down into the gigantic hole.

BLAST! RUMBLE! CRASH! CRACK!

The Limax ship finally blasted off into the night sky like a shooting star as the desert wind howled before everything went quietly with the dust settling down.

In the ruins of the massive crater left behind in the desert, Heatblast smiled placing his hands on his hips stating, "Well, I think we have seen the last of them."

"We should put them back into their condos so they'll think they never left," Max suggested as Ben and Gwen groaned tiredly.

"But that could take hours." Gwen complained as Ben agrees to say, "Yeah, Grandpa. I'm too tired right now."

"Give me a few minutes, once I revert to normal, I'll use XLR8 and he should get all the people back to their right houses when sundown comes up," Heatblast explained to the Tennyson trio who nodded in agreement.

Ten hours later…

And so throughout the long and hard-working night, the Tennyson trio and XLR8 worked to get all the pods and the people inside freed and back to their regular houses.

By the time the sun came up, all residents were back in their normal accommodations having forgotten about the Limax incident as if it never happened as life resumed back to normal for them.

Outside Vera's house, the Rust Bucket was parked up nearby as Max and Vera hugged each other.

"Don't be strangers." Vera happily said to Max as they finished hugging each other as Max replied, "We won't."

Max slowly walked over to the Rust Bucket and entered the driver's seat of the vehicle as Gwen approached Vera.

"Goodbye, Aunt Vera," Gwen stated happily as Vera grinned and stated, "Bye, dear, Oh and this is for the road."

Confused, Gwen watched as Vera handed her a plate full of a green jello mould.

"Ben told me how much you loved my gelatin mould. This one's lime with chunks of grouper and chickpeas." Vera explained as Ben snickered nearby as Stan rolled his eyes.

"Uh, thanks." Gwen smiled as she walked back to the Rust Bucket as Vera noticed the boys saying to them, "I'm sorry, if there was not enough excitement for you two boys, I hope you weren't bored to tears."

"Actually, it turned out better then we thought." Ben said disagreeing with Vera as Stan smiled brightly stating, "Yeah, we had tons of fun here!"

"I'm glad," Vera spoke back before she kneeled and hugged the boys.

Smiling happily with kindness and excitement, Stan hugged Vera back as Ben hugged her as well.

"Have fun on the road!" Vera stated to the boys as Ben ran onto the Rust Bucket replying, "Don't worry we will!"

"Nice to meet you, Vera!" Stan said preparing to enter the Rust Bucket when he heard Vera saying, "Oh, and Stan?"

Stan turned his head around and asked, "Yeah?"

"Keep up the good work, dealing with all those aliens you were telling us about," Vera spoke confidently.

"Uh… You're kidding, right?" Stan asked nervously to Vera who chuckled and winked saying, "Of course, dear. Take care out there!"

Smiling one more time, Stan waved back saying, "Take care! And see ya around!"

THUNK!

Stan then closed the Rust Bucket door before he appeared from the side window waving goodbye as the Rust Bucket drove off and left the retirement complex as Vera smiled slightly one last time before she turned around and walked back into her house.

A few mins later...

The Rust Bucket drove back on the main interstate passing the nearby cavern with the large scar left behind from the Limax spaceship.

Inside the cavern...

SPLAT!

All seemed quiet except for a single Limax that was left behind as the goop like alien oozed out of a nearby rock face before it slithered away through the caverns.

Once the Limax vanished into the cave system a man appeared from where the Limax had previously been as he took out a golden pocket watch from his white coat.

"Well, it appears that this timeline seems to have changed significantly from the main one. I wonder what other ripples in time will occur due to the realities being merged?" the man pondered to himself.

FLASH!

A large blue flash then covered the man as he vanished with the caverns becoming silent again.

 **Authors note: So what did you think of this revision of Chapter 4?**

 **Also, fans who liked Alien Force and Ultimate Alien may recognise the person from the ending cliffhanger.**

 **Anyway thanks for reading! Until next time!**


	5. Chapter 5: Hunted

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Authors note: Hi guys, here is the latest revised chapter of Stan 10!**

 **This was a nice episode because Tetrax finally appears who I think is a really good character with a lot of depth to his backstory that is revealed in Secret of the Omnitrix.**

 **Remember to Read and Review!**

 **Now then onwards with the new and improved chapter!**

Italics: _Thinking._

Previously on Stan 10: Stan Hopkins and the Tennyson trio visited Max's sister Aunt Vera in a retirement complex; once they arrived there they discovered that senior citizens were being replaced by an alien slime-like species known as the Limax to be harvested for cattle purposes.

Thankfully, the group was able to thwart the plot and save the community from disaster, now moving onwards across the thick desert environment; Stan will face his toughest challenge yet and also learn more about himself in the process...

Chapter 5: 'Hunted.'

Above the Earth's orbit, the Chimerian Hammer continued to circle the planet with the large vessel being covered in the white neon light from the moon in the vast emptiness of space.

Inside the ship...

FLICK! FLICK! FLICK!

Three spotlights activated inside the Chimerian Hammer as a trio of alien creatures with very different appearances appeared in the spotlight. The aliens carried various weaponry and equipment on them.

The first figure is an armoured humanoid alien that was wearing thick purple armour.

The armour had hooved spiky feet along with sharp gloves that he wore on his feet and hands.

He had various purple pads in various parts of the armour covering his central joints along with a thick bulky alien like a belt to store equipment in.

Finally, he was wearing a grey futuristic jetpack along with a thick grey helmet that had four central lines to provide outlines for his face which covered his eyes and his mouth.

This is the alien known as Six Six.

The second figure is significantly different; it was a metallic crab-like robot alien that had golden-brown futuristic armour.

Befitting his crab-like motifs, he has four scythe-like legs for feet whilst one of his hands was a large powerful pincer that could cut most materials in half like nothing.

His other hand, however, was normal but still robotic-like.

To finish off his design, like the first figure he had orange lines running on his body along with bright yellow soulless eyes.

This robot is known as Krabb.

As for the last figure he is similar to Sixsix being a humanoid figure that was wearing thick grey armour.

The grey armour was nearly normal like having black gloves and black boots.

He also carried an equipment belt to store his weaponry.

His helmet was circular as it had a small green triangle on it as well.

Overall he seemed to be the most normal alien compared to the other two.

His real name is not known, but he refers to himself as Hoverboard.

As the alien mercenaries looked around the room, Vilgax's voice then spoke from an intercom stating darkly, "Begin the audition."

In response to this, Sixsix blasted off the podium with his jetpack.

THWOOSH! CLANG!

Sixsix landed on the floor as twenty red-spider like drones emerged from various holes in the area hovering above the ground.

Moving quickly Sixsix then grabbed a pink laser pistol from his belt and began opening fire on the spider drones.

BLAST! BLAM! CRASH! BOOM! WHACK!

Several spider drones exploded and crashed onto the area floor smoking and smouldering in the debris field as the drones began to fire red energy beams back at Sixsix.

BLAM! WHACK! CRASH!

Crouching down, Sixsix jumped out of the drone fire narrowly missing the laser beams before he pointed his robotic hand out.

BEEP! WHOOSH!

A rocket launcher that was merged into Sixsix's robotic hand slowly appeared above the metallic hand before Sixsix activated it.

WHOOSH! BLAM! CLANG! THWOOSH! BLAST! CRASH!

The various missiles scattered across the arena blowing up more of Vilgax's drones which clattered and scattered onto the arena ground in scrap metal.

Laughing in victory, Sixsix grabbed hold of a pink futuristic grenade from his utility belt before he tossed it into the air near a cluster of drones.

THWOOSH! Beep... Beep... KA-BOOM!

The grenade exploded in a cloud of pink light and dust as the explosion ripped the drones apart falling onto the ground as Sixsix continued his assault.

With more spider drones seeping through hatches in the arena, Krabb made his move.

THWOOSH! KA-THUNK!

The robot landed on the arena floor as Kraab hurled one of his robot legs towards a spider drone.

SLICE! CRASH!

The spider drone sliced in half and clattered onto the arena floor as Krabb used his giant metallic pincer and grabbed hold of another spider drone before he swang it to the nearby wall.

WHOOSH! CRASH! CRACK!

The spider drone crashed into the nearby wall before it plunged and collided with another drone on the ground.

Hiss... WHOOSH!

Kraab's head then popped upwards which was a metallic crab like a mouth as the robot twisted noticing a drone dive-bombing towards him.

WHOOSH! CRACK!

Kraab grabbed hold of the drone in mid-air with his pincer before he crushed the drone-like paper as the robot fell apart and crashed onto the ground.

Whirr...

Another drone then noticed Kraab and dive-bombed towards him as Krabb turned around and smirked before grabbing a futuristic-looking blade strapped to his back.

SLICE! WHOOSH! BLAM!

Kraab sliced the spider drone in half as the robot crashed into pieces colliding with the floor as Krabb holstered his sword as Sixsix blew up the last spider drone in the arena.

"This is too easy." Kraab in a metallic voice feeling bored as Sixsix replied in a crazed and feral voice stating, "Yonder!"

HISS!

Looking upwards, Kraab and Sixsix noticed the roof of the arena open up as a giant drone launched out and crashed onto the arena floor.

KA-CRASH! WHAM!

The arena floor shook as the giant drone noticed Sixsix and Kraab as the two alien mercenaries got ready to fight.

And then Hoverboard made his move.

The humanoid figure leapt off the podium throwing out a green futuristic hoverboard.

THWOOSH! CLUNK!

Standing upright, Hoverboard flew on the device towards the giant drone which turned and noticed Hoverboard.

Beep... BLAST! BLAM!

The giant drone then fired a large red beam from its claw-like hand as Hoverboard charged through the explosion.

BLAM!

Hoverboard peered through the smoke unharmed before the mercenary rammed himself through the chest of the giant drone quite literally punching through it.

CRASH! BLAM!

Hoverboard then blasted out the other side of the giant drone before it began exploding until...

CRACKA-BOOM!

The giant drone exploded into pieces with the large explosion ripping it apart as Hoverboard landed on the gracefully before standing upright.

Creak... KA-THUNK!

The giant drone then tipped over and collapsed onto the arena floor with smoke and fire raging all across the arena.

Smirking under the mask, Hoverboard leaned down and grabbed his board before he regrouped with Kraab and Sixsix.

Beep!

A holo screen then activated from behind Hoverboard as the alien mercenaries stared at it showcasing an injured Vilgax in his healing tank.

His voice thick and Weezy, Vilgax complimented the mercenaries stating, "Impressive, You are all hired."

The mercenaries sheathed their weaponry and walked forward to the yellow holo screen as the screen changed displaying a model of the Omnitrix.

"Your objective is to retrieve the Omnitrix. The one who succeeds collects the reward. Do not disappoint me or you will suffer my wrath!" Vilgax ordered the mercenaries as the holo-screen shut-off as the alien mercenaries then walked out of the arena.

THWOOSH! WHOOSH! THWOOSH!

Outside the Chimerian Hammer, three escape pods jettisoned from the outside of the spaceship before the space pods plummeted down to Earth...

Meanwhile back on Earth in a desert...

In the middle of the desert, The Rust Bucket was empty as Gwen walked out of the vehicle carrying some sun cream before she moved over to a sunbed and relaxed on it near Ben who was playing on a game boy also relaxed on a sun lounger.

Near the Rust Bucket, Max hummed happily as he made the final preparations of a large obstacle arena he had been busy on.

The obstacle arena was a large wooden structure that was filled with various obstacles on it as Stan smirked standing in the middle of the arena.

"You ready?" Max shouted out to Stan who turned around and yelled back, "I am, I'm going Diamondhead!"

BEEP!

Activating the Omnitrix, Stan tapped down the exposed core on the Diamondhead silhouette as he transformed with a large green light covering him.

FLASH!

The watch shrank down in his wrist as green diamond began to grow and cover over his body starting with his arm and lower area before covering his torso, his other arm and finally his face.

As the diamond-covered his face, his eyes reopened to reveal bright golden eyes.

As he grew in size four spike-like diamonds grew out from his back, the lower pair smaller than the upper pair as the clothes he was wearing morphed into a bodysuit of his shirt colours, brown on one side and white on the other.

Finally, the Omnitrix symbol appeared forming on his upper-lower bicep as the transformation finished with Diamondhead smiling cockily at the camera.

As the green light faded Diamondhead grinned before shouting out to Max, "I'm ready!"

Smiling, Max walked over to a control booth for the course clutching two wooden levers replying, "Just some advice. Remember to think out there Stan, don't try to just muscle it. Might is not always right."

"Don't worry Max, I appreciate the advice, besides its good work at the end of the day," Diamondhead shouted back as the Petrosapien formed his hands into thick diamond-like spikes smiling whilst Max then pulled a lever sending some cans flying from a wooden catapult.

THWOOSH!

Thinking quickly on reflex and precision, Diamondhead turned around and fired several diamond shards at the metal cans as they landed on the desert ground.

BLAM! WHACK! CRASH!

Yawning slightly, The Petrosapien grinned muttering, "Man, this is to easy."

"Don't get cocky either, it's a major weakness," Max advised Diamondhead before he activated another lever.

WHOOSH! BLAST! THWACK!

Several targets appeared from behind Diamondhead as the Petrosapien shattered the targets into oblivion with his diamond shards.

Smirking, Max continued to active levers and pull on ropes which caused more objects to activate on the obstacle course.

THWACK! BLAST! SLICE! CRASH! WHACK! BLAM!

Diamondhead continued to fire the targets with diamond shards as the Petrosapien acted on reflex in a professional style manner.

CRACK!

Diamondhead sliced more cans and some nearby cases that fell apart as the Petrosapien smiled before blowing his finger in a pistol style.

"Man, Stan can be such a showoff at times," Gwen noted in annoyance.

"You're just jealous you don't have the alien changing watch." Ben responded to Gwen who sighed and admitted, "True, I slightly am."

"Good work, Stan remember to keep focused at all times in a situation like this." Max praised Diamondhead before he pulled down another rope.

"Thanks, Max!" Diamondhead responded as the Petrosapien fired some more diamond shards at cans.

THWACK! BLAST! CRASH!

However, unknown to Diamondhead as swinging tire connected to a rope swung behind him as the Petrosapien turned around and noticed it.

Freezing in shock, Diamondhead muttered, "Uh, oh." as the Petrosapien braced for the impact.

KA-WHAM! THWOOSH!

"UGH!" Diamondhead cried out in pain as the Petrosapien flew into the air.

CRACK! BLAST! CRASH!

Several diamond shards were launched from the back of the Petrosapien as the spikes clattered and flew onto various objects as Diamondhead crashed onto the desert ground.

"WOAH!" Max shouted out in shock before he ducked behind the control panel narrowly avoiding several diamond shards that nearly sliced him.

"ARGHH!" Ben and Gwen screamed out in shock before both kids dived un a large table that had been set up nearby.

THWOOSH! CRACK! SMACK! CRASH!

The various diamond shards narrowly missed Ben and Gwen before everything calmed down again.

As Gwen slowly crawled out from under the table, some sunscreen leaked from a broken bottle on the table.

SQUELCH! SPLAT!

The sunscreen leaked onto her hair and head covering her in the liquid as Ben giggled next to her whilst Gwen frowned annoyed.

Groaning, Diamondhead slowly got up from the ground noticing the destruction he had caused replying in embarrassment, "Oh dear, sorry about that guys..."

An hour later...

The Rust Bucket was driving down an empty interstate road with Max driving the vehicle from the front seat whilst Ben was sat near him still playing on his game boy.

At the same time, Gwen and Stan were having heated conservation in the seated booth.

"You rock head, you almost turned me into swiss cheese!" Gwen ranted to Stan as he fired back, "Look I said I was sorry okay?! Besides, it's one of the only times I screwed up with the watch!"

Huffing, Stan folded his arms before he looked out the window staring into the desert landscape before he heard Max stating, "What we want is for you to take that thing on your wrist more seriously Stan. It's not a toy; you've got to think when you use it."

"Oh come on, I do think about when I have to use the watch. Plus, you guys have seen me in action and I would say I am pretty good at using this watch." Stan replied.

"He does have a good point there actually Grandpa, he has probably kicked so much alien butt that his feet probably hurt. Ben defended Stan who smiled and stated, "See? I told you I can handle it properly."

"That's another thing we need to talk about, you can't take criticism and you need to learn how to respond to that issue," Max commented about Stan's issues again.

"Oh but that's not fair!" Stan muttered in annoyance as Gwen then stated, "Yeah well one of these days you're going to screw around and get your butt kicked."

"Pfft... Yeah right." Stan replied no longer interested in talking as he continued looking out the window.

BLAM! RUMBLE! SHUDDER!

The Rust Bucket then began shaking as the vehicle shuddered and began slowing down as Max sighed heavily remarking, "Uh, oh. That does not sound good."

Meanwhile...

The mercenaries had now landed on earth as Hoverboard walked forward clutching a futuristic radar that pinged loudly.

PING! PING! PING!

Turning his head away from the radar, Hoverboard noticed the abandoned obstacle course that had been set up.

"This is where the Omnitrix was last activated." Hoverboard stated in a thick muffled voice as the mercenary slowly walked forward as Kraab and Sixsix emerged from a sandy hill following him.

"Yondidar," Sixsix stated in an alien language before he blasted off with his jetpack heading towards the obstacle course.

THWOOSH! BLAST!

Watching on, Kraab couldn't help but agree with Sixsix muttering, "You can say that again, a rock pile like this Earth is better off space dust."

WHOOSH! THUNK!

Kraab then jumped off the sandy hill and landed on the desert following Sixsix.

Up ahead at the obstacle course, Hoverboard slowly analyzed the area with his radar with the object pinging slowly like a snoar until he spotted a Diamondhead shard in a rusty can.

Kneeling with interest, Hoverboard picked up the can as he observed the familiarity of the Diamondhead shard.

THWIP! WHOOSH!

A thick black wired cable grabbed hold of the rust can before it flew back as Hoverboard spotted Sixsix using the cable that extended from the back of his armour.

Sixsix smirked under his mask as he attempted to look at the can only for Hoverboard to use one of his hands and grabbed the cable.

"HISSS!" Sixsix grunted in pain as Hoverboard ripped the can from the cable and clutched onto it.

Annoyed, more cables sprouted the back of Sixsix's armour as Hoverboard responded by wiping out a laser pistol from his utility belt.

"UngarYondidar." Sixsix stated madly as Kraab then walked up behind saying, "Whoa! Big talk from a gearhead."

Not taking any nonsense, Hoverboard moved to Sixsix and threated him stating, "Get in my way again and I'll teach you how to dismantled you, cyborg."

"GRRR..." Sixsix growled as he stepped back with the cables and weaponry sprouting back in his armour before he replied, "UndgarYondar!"

Sixsix then activated his jetpack and flew off into the distance in the hot desert atmosphere as Hoverboard holstered his laser pistol back into his belt.

THWOOSH! JUMP! DIG!

As Hoverboard began walking off, Kraab turned his legs into a drill before the cyborg tunnelled under the desert ground.

"I need to find the Omnitrix user before they do..." Hoverboard muttered as he walked up to the desert cliffside not noticing a rope he accidentally pulled onto.

THWOOSH!

A series of fake targets pooped up behind as Hoverboard turned around and grabbed his laser pistol.

Charge... BLAST!

A massive green energy beam fired out from the pistol as the beam began destroying the obstacle course.

Moments later...

CRAKA-BOOM!

A massive explosion decimated the site to rubble as wood, sand and other debris flew up into the air before crashing back down to the desert ground as a huge cloud of thick black smoke and fire raged up from the site.

WHOOSH!

Meanwhile back at the Rust Bucket...

The Rust Bucket had stopped at an ancient mining town with the desert wind howling as crickets and other insects chirped in the ruins of the town.

"Why did it have to be a desert?" Stan muttered as his sweaty hand brushed across his face.

"Looks like nobody is home," Ben spoke back looking around the abandoned town.

"Not for a while. Google Earth says this is Slaterville which was incorporated in 1857 after the discovery of silver. Went bust when the mine ran out of silver in 1860." Gwen fully explained to the boys as Stan remarked, "Still a deserted town is not so bad. It could be worse."

"Why does everything out of your mouth sound like a book report, Gwen?" Ben asked Gwen as Stan frowned muttering, "Ben, don't even start..."

"Aha! I think I found the problem, Leaky fuel line." Max replied holding up a broken fuel line from the engine.

Drip... Drip...

The fuel line had a spiky Diamondhead shard in it as Gwen and Ben frowned at Stan who blushing in embarrassment stated, "Sorry Max, I just got unlucky today."

Sighing, Max spoke back to Stan, "Don't worry; I should be able to patch it up."

"You sure, you don't need a hand, Max? I mean Grey Matter could help repair the pipe." Stan eagerly suggested to Max who said back, "I think you have done enough today Stan. I'll handle this."

Sighing, Stan looked at the buildings before muttering, "Hey, I'm just going to check out those buildings because of my curiosity for ancient locations."

Stan began walking off smiling happily as Max turned to Ben and Gwen asking them, "Maybe, you two should keep an eye on him."

"So that he does not blow anything up?" Ben replied giggling as Gwen stated, "We'll keep an eye on him, don't worry Grandpa."

Ben and Gwen then began following Stan as Max continued to try and repair the Rust Bucket.

A few mins later...

Stan sighed in curiosity as he looked around the ghost town before he discovered an old mining warehouse used to store things.

Grinning, Stan walked inside the building and began looking around as his feet creaked onto the wood in the ruined building.

"It's fascinating to visit an actual old-school desert mining town that is still intact after all this time," Stan muttered as he noticed some old tools lying on the side.

Holding up the ancient wrench, Stan mused, "I mean still most tools these days look the same."

Placing the wrench back on the table, Stan heard Ben and Gwen calling for him outside.

"Stan you here?!" Gwen called out as Ben shouted, "Yo, where are you?!"

As Ben and Gwen walked by the warehouse, Stan peeked out from the entrance door grinning slightly before he looked at the Omnitrix thinking, " _Man, ever since last week I got this watch, I have been using it more and more… It's Upgrade time!"_

Giggling happily, Stan activated the Omnitrix and selected Upgrade's silhouette before he tapped down the core and transformed in a flash of green light.

BEEP! FLASH!

Outside the warehouse, Ben and Gwen heard the Omnitrix flash loudly with the green light illuminating the area before it faded as Gwen remarked to Ben, "I swear I get more jealous every time he uses that thing."

"How do you think I feel? I kind of want to use it as well." Ben stated to Gwen as the two kids walked to the abandoned warehouse.

At the same time...

SixSix detected the Omnitrix activating before he grinned under his mask and flew off towards the ruins of Slaterville as the alien laughed crazily having been the first mercenary to find it active.

THWOOSH!

Back at the warehouse...

Ben and Gwen entered the decaying wooden structure as both kids began calling out, "Calling out all aliens!" "You in here?!"

With no response occurring, Ben and Gwen walked into the building further not noticing Upgrade slithering around the building as a puddle.

Slither...

The Galvanic Mechamorph's singular green eye watched the two kids as Upgrade giggled slightly enjoying himself as Upgrade was Stan's favourite transformation.

"Missed me..." Upgrade replied in a creepy voice as Ben looked upwards in confusion whilst Gwen shivered slightly muttering, "Is it just me or is it cold in here?"

Creak... Slither...

Confused Ben froze in fear mumbling, "Did you hear that dweeb?" as Gwen asked Ben, "Hear what doofus?"

Slither... SPLAT!

Upgrade slowly slithered behind the bickering cousins before Upgrade formed up to his normal state with his singular green glowing eye.

"POP GOES THE WEASEL!" Upgrade shouted out loudly as Ben and Gwen screamed in shock hugging each other as Upgrade laughed loudly falling on his back.

"You should have seen the look on your faces!" Upgrade laughed in hysteria as Gwen shoved Ben before they both turned around and glared at the Galvanic Mechamorph.

"What the hell man?! That was not funny!" Ben shouted out in rage as Gwen criticized Upgrade stating, "You're supposed to use the watch to help others, not goof off!"

Slowly standing up and brushing himself clean of dust, Upgrade replied stating, "Oh come on guys we are in the middle of nowhere, besides it's not like I attracted anyone to this thing like a magnet."

Rumble...

The ground inside the warehouse then began to rumble slightly before the tremors increased in strength as barrels and tools fell out from nearby shelves.

CRASH! THWACK! RUMBLE!

Looking towards the ground, a pile of rocks plunged upwards towards the group as Upgrade replied in annoyance, "Me and my big mouth."

Quickly thinking, Upgrade grabbed hold of Ben and Gwen in his arms before the Galvanic Mechamorph quickly ran away from the rising rocks.

KA-CLANG!

The being underneath the rising rocks crashed into a nearby wooden wall with dust spewing out before Krabb emerged from the ground.

THWOOSH! CRASH!

Kraab slowly looked around before he noticed Upgrade protecting Ben and Gwen with his mechanical head glaring at them before the robot stomped over to the group with his metallic footsteps echoing across the old building.

"You may not scare me Upgrade, but that does!" Gwen muttered in horror as Ben panicked yelling, "Oh man! What is that thing?!"

"Some kind of Cyborg or highly advanced robot. I'll deal with this." Upgrade stated as the Galvanic Mechamorph frowned his eye slightly before walking over to Kraab as they glared at each other.

"Zip it, why are you here ugly?" Upgrade taunted Kraab who replied, "Hand over the Omnitrix and I promise you won't suffer much."

"Dream on claw boy. And what?" Upgrade froze in confusion before he turned over to Gwen and Ben aking, "Do you two know what he is talking about?"

Ben shrugged whilst Gwen bluntly stated the obvious choice, "Duh, why else would some alien track us down? It wants the watch."

"Please don't be snotty like that to me." Upgrade responded to Gwen before he turned back to Kraab stating, "Sorry Crabby, the watch and I are kind of attached like superglue."

"Not for long." Kraab declared as the robot activated his pincer.

CRUNCH! CRUNCH!

Glaring Upgrade felt his body tensing with his eye glaring at Kraab muttering darkly, "You've got no idea who you're messing with."

"Funny, I was just about to say the same to you," Kraab responded casually back as Upgrade said, "Oh yeah? Well here's one for you, Now you see me, now you don't."

SPLAT! Slither...

Upgrade merged into a black and green puddle as the Galvanic Mechamorph slid under a nearby mine cart vanishing.

Kraab slowly looked around the building searching for Upgrade paying no attention to Ben and Gwen who slowly ran off from the killer robot.

"Come on out you Galvanic Mechamorph. Are you too frightened to fight me?" Kraab taunted Upgrade in amusement.

"Nope, just thinking about the best way to kick your ass," Upgrade replied as the puddle shape he had taken slid across the floor near Kraab as the robot noticed Upgrade merging onto his lower legs.

Smirking, Kraab turned his head downwards taunting Upgrade, "You are as arrogant as you are dimwitted!"

Enraged by the comment, Upgrade slowly began losing his temper as the Galvanic Mechamorph yelled, "Shut up!"

As the Galvanic Mechamorph slowly began to meld onto Kraab's robotic body. Kraab's pincer aimed towards the blob alien.

SPLAT! SPLOSH!

A brown oil-like substance blasted out of the pincher that coated onto Upgrade as the Galvanic Mechamorph howled in agony as the blob alien melded off Kraab and collapsed onto the floor.

SKIRT!

Kraab watched in amusement as Upgrade slowly morphed back to his normal humanoid state covered in dripping brown oil.

"Ugh! I can't merge and form! What did you do?!" Upgrade yelled in shock as he shook in pain with the oil dripping off him.

"Your Technomorphism has been solidified making it easier for me to do this!" Kraab explained before he drew back his robotic fist and punched Upgrade on his eye.

KA-BLAM! WHACK! THWOOSH!

"ARRGGGH!" Upgrade shouted out as the Galvanic Mechamorph was sent flying by the force of the punch before he crashed into the wooden wall.

Creak... WHOOSH! CRASH!

Upgrade then fell off the wooden wall as he crashed onto the floor whilst Kraab stomped over to Upgrade.

Groaning, Upgrade slowly stood up on his knees rubbing his head with his hand muttering, "I've got to think off a better plan... URGH!"

Kraab then grabbed Upgrade via the back of his neck saying, "I guess I'm the one kicking your ass."

Kraab then threw Upgrade sidewards before the Galvanic Mechamorph crashed in a pile of wooden crates that went flying from the impact.

THWOOSH! CRASH! WHACK!

Running over, Ben and Gwen ran over to a battered and exhausted Upgrade.

"Upgrade!" Ben and Gwen shouted out as the Galvanic Mechamorph stated, "Ugh my head… Who is this guy?"

Ben and Gwen helped Upgrade stand up as Gwen supported him as she spoke, "Remember when I said I wish I was there to see your butt kicked? I take it way back."

"Yeah irony sure does come around, I guess the only way I can stall this guy is to improvise." Upgrade responded as Ben questioned, "With what?"

Rubbing his head. Upgrade noticed a lever on the far side of the warehouse that was connected to an ancient lift as Kraab stomped over getting closer.

"I've got a plan, see the lever on the far side of the room?" Upgrade whispered to Ben and Gwen as she spoke, "Yeah I see it."

"I need you two to sneak over to the lever, whilst I lure Kraab onto the lift." Upgrade finished whispering to the two as Ben stated, "Got it, let's go."

Nodding Gwen and Ben slowly sneaked over to the mine carts as Kraab stomped over to Upgrade who slowly stood up and held his ground bravely.

"Any last words before I slice the Omnitrix from you?" Kraab spoke to Upgrade who smirked with his eye stating, "Yeah, I got one. FIRING MAH LASER!"

"What?!" Kraab asked in confusion as he noticed Upgrade's singular eye starting to glow green.

Beep... Crack...

"Ughh..." Upgrade grunted as the Galvanic Mechamorph focused all the Omni energy he had in his singular eye with green sparks forming around the eye.

"Oh no, you don't!" Kraab yelled as the robot charged quicker when...

"HAAAAAA!" Upgrade yelled loudly as a massive green laser beam erupted from his central eye and slammed into Kraab's metallic chest.

KA-BLAST! WHOOSH!

The green laser beam blinded and lit up the warehouse as Krabb was sent flying back onto the ancient lift where he crashed and impacted on it sparking violently with green energy.

Smirking, Upgrade walked over to the lift as Kraab systems slowly rebooted as the robot shouted out in shock, "You damn brat! What did you do to my circuits?!"

"In English, I fired all my remaining energy to drain your systems! Gwen, Ben now!" Upgrade loudly shouted out.

"What the?!" Kraab yelled in shock as he saw Ben and Gwen pulling the lever at the same time together.

FLICK!

"We just gave you a lift!" Ben shouted out as Gwen laughed saying, "See you!"

THWOOSH!

Looking up in horror, Kraab noticed the wooden roof of the warehouse getting closer until they both collided.

KA-THUNK! WHIRL! SMACK!

The lift slammed into the roof at such max speed Kraab was crushed against the roof as the machinery for the lift failed and sparked violently whilst the robotic systems of Kraab's failing echoed throughout the building as Upgrade walked over to Ben and Gwen.

"Stan, are you okay?" Gwen asked Upgrade who responded, "Yeah, I'm fine."

BEEP! BEEP! BEEP!

The Omnitrix symbol on Upgrade's chest then beeped red before a large red light covered the Galvanic Mechmorph.

FLASH!

Upgrade slowly morphed back into Stan as the red light then vanished with a tired Stan suggesting, "We should get back to the Rust Bucket while we still can."

"Good idea, Crab cakes here will be enraged when he gets out of there." Ben pointed out as the kids noticed Kraab attempting to break free of the trapped lift.

Running out of the warehouse, the kids quickly vanished from the building as Hoverboard peered out of the shadows above having hidden in the rafters above.

Back outside near the Rust Bucket...

Max sighed happily as he closed the engine door of the Rust Bucket before he turned and noticed three exhausted kids.

"What happened?" Max asked in confusion with Ben replying sarcastically, "Oh, you know the usual; some giant-sized crustacean attacked Stan."

"Are you sure about that?" Max said wanting more information before Stan blurted out, "Max, when are you going to start believing in crazy things like this?"

"Plus it kept saying it wanted the watch. Only it kept calling it the Omnitrix." Gwen explained as Stan agreed to say, "I guess that must be the name for the watch, but why Omni?"

"Omni means all, Stan." Gwen quickly replied before Max intervened saying, "No time for that kids, repairs are done. We're out of here."

"Good thinking, hopefully, if the crab guy shows up, Four Arms could make him into a seafood platter once I'm recharged and ready to fight." Stan agreed.

The group then entered the Rust Bucket before Max activated the RV as the vehicle drove off leaving the sandy ruins of Slaterville behind.

A few mins later...

Gwen looked out the window staring at the desert landscape before turning around and replying, "No, a sign of that Kraab guy yet thankfully."

Smiling Stan laid back in the seating booth declaring, "Well, I guess we're in the all clear now!"

KA-THUMP!

Something landed on the roof of the Rust Bucket as everyone looked upwards as something laughed and giggled on the Rust Bucket roof darkly.

"You are kidding me!" Stan shouted out in horror as a giant red buzz saw slammed into the roof.

BUZZZ! SLICE!

The tool began sawing a hole in the middle of the Rust Bucket as a panicking Ben shouted, "I think we just picked up a hitchhiker!"

The buzz saw then stopped as two claw-hands gripped the Rust Bucket roof and began peeling it off.

Skirt... CRASH!

The roof piece went flying off to the side as Sixsix appeared glaring through the hole growling, "Ungar!"

"Who's that?!" Gwen shouted out in fear as Ben replied, "Beats me!" as Stan finished saying, "I have no idea!"

Claw-like hands then formed a hole in the Rust Bucket roof as Sixsix appeared glaring through the hole.

Looking around, Sixsix spotted the Omnitrix on Stan's right arm as the alien mercenary moved his claw-like hand down towards Stan.

"ARGH!" Stan panicked as he narrowly avoided being swiped by Sixsix's claw before he shouted out, "This is highly uncalled for!"

"Hold on!" Max shouted from the front of the Rust Bucket before he slammed his foot on the brake.

SKID! WHOOSH! CRASH!

The Rust Bucket skidded to a stop violently as everyone inside clung onto something tightly. Outside the force of the impact caused Sixsix to fling off the vehicle before the alien landed onto the desert ground with him flipping onto his back numerous times.

Slowly, Sixsix stood up and regained his footing before he noticed the Rust Bucket driving towards him.

KA-SLAM! CRASH! BLAM!

The Rust Bucket slammed into Sixsix as the large vehicle ran over the alien as Max smirked.

THWOMP! THUMP!

Something punctured the tires of the Rust Bucket as Max pulled the vehicle onto the side of the road.

Creak...

The door opened as Max and the kids existed the Rust Bucket before Max noticed several large bolts jammed into the wheels of the Rv with the tires deflating as the air pressure rose out with black smoke following on.

"GRRRRR!" Sixsix roared as the alien mercenary began chasing after the group as Max spotted an old silver mine entrance yelling, "Get in the mine!"

The group then ran off towards the mine as Sixsix continued to chase them before he noticed some rocks and dirt shaking the road.

RUMBLE! THWOOSH! CRASH!

Kraab exploded from the ground leaping into the air as Sixsix watched on shocked as Kraab plunged back down.

KA-THUNK! CLANG!

"Remember me?" Kraab shouted out to Sixsix who yelled, "UndgarYondar!" in response.

THWACK! CLASH! BLAM!

As Kraab and Sixsix began brawling on the road, Max led the kids into the ruins of the old Slatervile mine as large bangs and explosions echoed outside the ruin as the group ran inside before running past a corner and hiding behind.

Peeking around the corner, Stan checked to make sure if the coast was clear as his vision noticed the bright sun illuminating the entrance to the mine.

Turing around Stan stated to Ben, Gwen and Max, "I think the coast is clear this time."

Rumble... THWOOSH! CRASH!

The ground near the mine crashed and rose up as Kraab emerged from the dirt ground.

"Don't you get tired of being wrong all the time?!" Gwen protested in annoyance as Stan replied, "Yeah, I do actually."

"You little brat! Give me the Omnitrix or I will crush you!" Kraab demanded with the robot snapping his giant pincer violently.

SNAP! SNAP!

Annoyed with Kraab, Max glared at the robotic cyborg before Max spotted an old plywood plank.

Leaning down Max grabbed hold of the wooden plank before he hurtled the projectile towards Kraab.

THWOOSH! SNAP! CRACK!

Turning around, Kraab smashed the wooden plank into pieces as the robot stated to Max, "Is that the best you have got an old man?"

"Run!" Max ordered the kids as everyone began running deeper into the mines before Kraab walked after them saying, "I thought so."

THUNK! THUNK! THUNK!

Kraab's metallic footsteps echoed throughout the dim tunnel as the group ran further into the mine.

As Max lead the group, Stan attempted to get the Omnitrix to work and give him an alien to use.

"Come on! Do something, Give me anybody!" Stan pleaded with the Omnitrix as the alien device beeped numerous times still in recharge mode.

BEEP! BEEP! BEEP!

Sighing, Stan moved his hand away from the Omnitrix as the group ran around a corner.

SCREECH! CRASH!

Kraab ended up skidding onto the dirt ground before the robot crashed into the cave wall.

Kraab shook his robotic head as he felt his systems reboot before he continued to pursue the group covered in dirt.

THUNK! THUNK! THUNK!

The wind howled loudly as the group emerged into a large outdoor cavern as the group froze in surprise.

The large cavern had a huge and significant pit that extended down for miles as above the rocky hills that surrounded the ruins of Slaterville were visible in the distance.

The only human presence in the cavern was a long and abandoned minecart rail system with a silver transit system used to deliver materials that connected from one side of the cavern to the other.

"Now what?!" Gwen shouted in horror as Ben frantically shouted out, "Oh man, we're screwed!"

Stan gritted his teeth as he tried to get the Omnitrix to function as Max looked around the cavern before he spotted a cart connected to the transit system.

"We take a ride! Get in the cart!" Max shouted to the kids as he pointed to the transit system.

Surprised at this idea, everyone in the group began running to the mine cart.

WHOOSH! THUNK!

At the mine cart, Ben, Gwen and Stan slowly clambered inside the cart whilst Max ran over to a nearby lever that controlled the system.

Creak...

After pushing down the lever, the mine cart began rumbling along as Max ran over to the mine cart and jumped in.

"Hugh!" Max grunted out in shock as the kids carefully hauled him into the mine cart as the transit system activated.

THUNK! THUNK! THUNK!

Kraab smashed through the mine tunnel looking angry as hell with the robot muttering, "What a pathetic excuse for prey."

The robot then moved closer to the transit system and prepared to snap the cable with his giant pincher.

BLAM! BLAST! THWACK!

A massive purple laser beam sent Kraab flying to the ground sidewards as SixSix flew above using his jetpack before he aimed at the mine cart.

BLAST! BLAM! BEEP! CRASH! WHACK!

Several purple lasers blasted the transport cart as the vehicle shocked and shuddered with the occupants flying about in it.

"I don't feel so good..." Ben muttered as Stan groaned mumbling, "Ben... Ugh..."

Peeking over the top of the transport, Gwen noticed Sixsix firing laser beams as she quickly ducked down and shouted, "We got company closing in and fast!"

"We need a plan," Max stated bluntly as he gripped onto the vehicle tightly.

Meanwhile, Stan who was sat on the opposite end of the transport cart tapped onto the Omnitrix several more times before it finished recharging.

BEEP!

The colours morphed from a dark dull red back to bright vibrant green on the Omnitrix as Stan smiled and proclaimed, "It's working! I'll use Four Arms and take them both out for good!"

"Stan! Wait, that's exactly what they both want." Max warned Stan who moved to the back of the cart and replied to Max, "I'm sorry guys. They are after me, get to safety and we'll meet up later."

Activating the Omnitrix, the core quickly popped up as Stan slammed down the Four Arms silhouette.

FLASH!

A bright green light enveloped Stan who morphed into an alien form.

Surprisingly when the green light vanished, Diamondhead remerged from the light.

"Diamondhead again?! I wanted Four Arms! Ah well, I can still make this work." The Petrosapien shrugged before he got to work.

Forming a diamond blade on his right arm, Diamondhead jumped out of the mine cart and tackled onto Sixsix.

CRASH! WHOOSH! WHACK! BLAM!

The two alien combatants plunged towards the bottom of the mine at lighting speed trading various punches and blows on each other.

"Stan!" Everyone in the mine cart shouted in concern as they peered over the mine cart.

WHOOOOSH!

Sixsix and Diamondhead rocked upwards as with the aliens trading more blows before Sixsix grabbed hold of Diamondhead and steered his jetpack towards the rocky mine wall.

CRASH! SKIRT!

Rocky rubble and dust went flying into the air as Diamondhead's face was rammed into the thicky rock wall before Sixsix flew towards the wooden platform.

CRUNCH! SKID! WHACK!

Diamondhead and Sixsix crashed onto the wooden platform which shuddered due to the impact as Sixsix's jetpack turned off.

Groaning, Diamondhead slowly moved off the platform as he heard Ben yelling, "Stan! Come on!"

Turning around the Petrosapien noticed the mine cart travelling into another tunnel before Diamondhead shouted back, "Don't worry I'll catch up, first I am going to rip this soda machine apart into scrap metal!"

Gritting his teeth, Diamondhead focused his other hand into a sharp crystal-like sword before he turned and confronted Sixsix.

"Yondar!" Sixsix ranted madly as his armour popped up with various thick cables sprouting from the back as Diamondhead shrugged saying, "I have no idea what you said but..."

THUMP! THUMP!

"Miss me?!" Kraab taunted as the robotic cyborg appeared behind Diamondhead as the Petrosapien muttered, "Oh crap."

Sweating nervously, Diamondhead's golden eyes looked at Sixsix and Kraab before he mustered his courage before he turned around and fired crystal shards at Sixsix.

SKIRT! BLAST! CRACK!

The diamond shards blasted off Sixsix before Diamondhead charged in attempting to swipe the alien mercenary with his diamond sword before Kraab grabbed hold of the multitasking Petrosapien and hurled him towards the cave wall.

CRASH! THWACK!

"UGH!" Diamondhead grunted as the Petrosapien crashed onto the wall as Kraab walked over with Sixsix declaring, "Give up kid, it's over. You've lost!"

"I will never give up!" Diamondhead yelled before the Petrosapien clambered off the floor and ran back into the fray.

"Yondgar!" Sixsix murmured in annoyance as Kraab agreed to reply, "I know right..."

WHOOSH!

"UGGH!" Diamondhead yelled as the Petrosapien formed a crystal sword with his left hand as he slammed the sword against Kraab.

WHACK!

Following the sword impact, Diamondhead raised his left leg and slammed the leg into Kraab's robotic lower body.

SLAM!

The kick caused Kraab to move off the balance before the Petrosapien slammed Kraab's robotic head with a downward jab.

CLONG!

Stunned from the punch, Kraab shook himself before the robotic mercenary slammed Diamondhead with his pincer.

WHACK!

Diamondhead slowly stepped back from the punch as Sixsix grabbed his laser pistol and fired a single pink beam.

BLAST! BLAM!

The pink laser beam exploded onto Diamondhead as the Petrosapien managed to redirect the beam away with his hands surprising Sixsix and Kraab.

"Yonder?!" Sixsix sated in shock as Diamondhead charged forward yelling, "You two are going to have do better than that to beat me!"

BLAM! SMACK! CRASH! WHAM! THUNK!

Sixsix grunted as Diamondhead punched the alien numerous times before Sixsix activated his missile weapon connected to his hand.

KA-BOOM!

A medium-sized explosion engulfed Diamondhead stunning the Petrosapien before Kraab grabbed hold of him in a body grip.

KA-SLAM! THWOOSH! CRASH!

Kraab then slammed Diamondhead onto the desert ground before the robot hurled the dazed Petrosapien onto the ground.

SLIDE!

Diamondhead then slid across the floor now knocked out as Kraab and Sixsix walked over to him.

Smirking, Kraab prepared to pry the Omnitrix symbol off Diamondhead when Sixsix blocked his way shouting, "Yondaradar!"

"Back off! The reward is mine!" Kraab stated gloating over his victory as Sixsix grunted "Chudlevar!"

"Well, you don't have to get personal!" Kraab shouted back to Sixsix.

Hiss... POP!

Confused, both alien mercenaries noticed a nearby futuristic smoke grenade landing on the floor before it popped.

"Uhh... I don't feel so good..." Kraab muttered before he collapsed onto the ground as Sixsix groaned and toppled over onto his back.

WHOOSH! THUMP! SLAM!

Moving past the unconscious mercenaries on his board, Hoverboard approached the dazed and battered Diamondhead before Hoverboard gripped Diamondhead's back and left the cavern behind.

A few mins later...

Groaning, Diamondhead reopened his golden crystal-like eyes as the Petrosapien felt himself hovering in the air.

Looking around in confusion, Diamondhead saw Hoverboard dragging him through the air as the tired alien muttered, "Oh man... What time is... WOAH!"

WHOOSH! THWACK! SLAM!

Hoverboard flew outside back in the town ruins of Slaterville before he tossed Diamondhead across the desert floor.

Grunting in pain, Diamondhead skidded across the floor on his back before he slammed into an old mine cart.

SLAM!

"URGH!" Diamondhead grunted out as the Petrosapien felt something shatter on his back.

"This is not my lucky day," Diamondhead whispered as the Petrosapien slowly gathered his strength and stood upright before he noticed Hoverboard starting at him.

Shocked, Diamondhead stepped back muttering in disbelief, "Great, a third one?!"

WHOOSH! THUNK!

Hoverboard deactivated his flying board before stepping off and replying to Diamondhead, "Six billion beings on this planet and the Omnitrix winds up on the wrist of a foolhardy youth."

"Foolhardy?! Don't you dare go there, I've had a bad enough day as it is." Diamondhead responded glaring at Hoverboard'es emotionless mask.

"You also struggle with how you comprehend criticism. Yet another fatal flaw." Hoverboard replied in a dull monotone voice.

Annoyed with this, Diamondhead ranted exclaiming, "Well let me you something then, in the week since I found the watch, I've managed to utilize all ten forms on this watch successfully, plus I already told your buddies this, It won't come off, tried everything and anything."

"Of course it does not," Hoverboard explained before he walked closer to Diamondhead and stated, "It's power utilizes alien DNA which binds itself to the host's genetic structure. It cannot simply be removed."

"So what makes you such an expert on this Omni whatever then? Diamondhead questioned Hoverboard.

Turning around Hoverboard began explaining, "Because the Omnitrix is known thought out the Milky Way galaxy as a powerful and destructive weapon used for war and destruction. I was one of the first to know about the existence of the device, which is why I must find it and..."

KA-CRACK!

Seeing his opportunity, Diamondhead fired out several diamond shards that clattered on Hoverboard's back before he turned around and punched Diamondhead in the gut.

WHACK!

"GAH!" Diamondhead grunted as he collapsed to the floor on his knees groaning in pain as Hoverboard mockingly stated, "And again, even though you think before you act rarely, your choice of warriors is based solely on brute strength without regard to your actions."

"Well, I call it a work in progress..." Diamondhead grunted from the ground adding on, "Besides I have done a lot of good work with this watch and only screwed around a few times."

"Oh really? What about your recent success in the mines then?" Hoverboard asked Diamondhead as the young Petrosapien stood up declaring, "It was two against one; it was hardly a fair fight!"

Finally losing his temper, Hoverboard pointed his finger towards Diamondhead speaking clearly, "Listen to me; the Omnitrix is not your toy for your amusement; it's one of the most powerful weapons in the universe. The key to an epic battle of good vs evil."

"Alright, then what side are you on then?" Diamondhead asked Hoverboard who replied, "You're still alive aren't you?"

"Wait you're a good alien?!" Diamondhead said in surprise.

"Indeed, my mission is to retrieve the Omnitrix at all costs. But since it is attached to you. I need to take you back for its removal." Hoverboard declared pointing to Diamondhead as he angrily fired back, "Oh no, I'm not leaving Earth at all!"

"It's not your choice." Hoverboard stated broadly to Diamondhead who glared in anger before finally snapping.

KA-THUMP!

Diamondhead rammed into Hoverboard as the Petrosapien began angrily punching Hoverboard's helmet with his anger and hatred fuelling his rage.

"THAT'S IT! I WON'T LOSE TO ANY OF YOU AGAIN! I'M STAYING ON EARTH AND I WILL NOT LEAVE!" Diamondhead ranted out in rage as he raised his fist and hurled it towards Hoverboard.

CRACK!

Gritting his teeth, Hoverboard grabbed hold of Diamondhead's oncoming fist before Hoverboard grabbed hold of Diamondhead's face.

"As I said before, It's not your choice!" Hoverboard shouted before he threw Diamondhead sidewards.

THWOOSH! SMASH!

The Petrosapien crashed into a pile of steel barrels as another dust cloud formed from the impact.

"It's disturbing how little you know about this alien's strengths or weaknesses. You've barely scratched the surface of this alien's potential." Hoverboard ranted.

"So what makes you an expert on my forms and me then?" Diamondhead asked with his rage starting to lower slightly as he stood back up.

HISS!

The helmet on Hoverboard's face then retraced downwards along with his gloves revealing a very similar species.

A Petrosapien face with bright green eyes instead of golden ones with similar crystal-like hands was now present as Diamondhead froze in shock.

"Oh wow! You're like me! Well, the same species..." Diamondhead said in awe and wonder.

"Wrong. I am Tetrax, a noble warrior of my race, the Petrosapiens... While you're an inexperienced child." Tetrax said introducing himself.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Diamondhead's upper shoulder then began flashing a bright red colour before a flash of red light enveloped him.

FLASH!

As the red light faded, Stan emerged from the red light muttering, "No... Not now..." as Tetrax stared at the young human analyzing his features with curiosity.

Gulping Stan stepped back saying to Tetrax, "So um... Diamondhead guy... Um, any chance you could leave and never come back?"

Tetrax merely walked forward to Stan stating, "We have wasted enough time."

THWOOSH!

Tetrax then grabbed hold of Stan's shirt and dangled him above the ground with Stan protesting, "I am not going with you for the last time!"

Before Tetrax could reply, the ground shook as something emerged from the tunnel.

Kraab emerged gripping Tetrax's Hoverboard in his pincer along with Gwen in his normal hand dangling her shirt.

"Kraab." Tetrax muttered as Stan noticed Gwen shouting out, "Gwen!"

"Stan!" Gwen called back in shock as Kraab ordered, "Quiet girl!"

Whimpering, Gwen shut herself before Kraab stared at Tetrax saying, "So.. Tetrax I presume you are looking for this?"

Tetrax merely stayed quiet as Kraab explained, "You're not getting off this planet with the Omnitrix and just to be sure…"

Kraab stepped back before Sixsix appeared holding both Max and Ben in his claw-like hands.

Max was dragged along the desert floor whilst Ben was dangling up top struggling to get free shouting out, "Let me go!"

Agreeing, Max glared and yelled, "Claws off me! as Sixsix ranted, "Yondigardar!" in response to the struggling humans.

"You see... Me and Sixsix here made a deal... We kill you, and then we split the reward money in half." Kraab explained before Tetrax bluntly stated, "I don't think so."

As the standoff occurred, Stan blinked his eyes before muttering, "It's going to take a miracle for me to stop this mess..."

The desert wind howled in the scorching air before Sixsix used one of his tentacle arms to grab a futuristic sword whilst Kraab threw Tetrax's board to the side.

THUNK!

The board clattered rolling on the desert ground as Tetrax crumpled his hand gripping onto Stan tighter as Kraab stated, "You were saying?"

Kraab then opened his laser pincer before charging a large orange energy beam in it.

Charge... BLAST! BLAM!

The orange beam fired out of the pincer as Tetrax moved back and blocked the blast with his right arm.

BOOM!

The ground shook as the beam blasted into a wooden building before Kraab grunted and fired out more orange energy beams.

BLAM! BLAST! BOOM!

Tetrax turned around and ran off into an abandoned wooden house as the armour the Petrosapien wore reflected off most of the energy beams as Kraab continued to fire numerously at the house.

BLAM! BLAST! CRACK! BOOM!

The various explosions caused smoke and debris to spread across the ruins of the town as the battle began.

Inside the wooden house, Tetrax dropped Stan as he clattered on the floor dazed before shaking his head whilst more laser beams blasted onto Tetrax as on the outside, Kraab marched forward closer spamming more beams.

BLAST! BLAM! BOOM!

"Jadar Yondigardar!" Sixsix protested as Kraab responded, "Don't blow a gasket metal mouth. Besides, I know what I'm doing."

Ignoring Sixsix, Kraab fired more lasers at the wooden house as more explosions and wooden debris were sent flying into the air.

Inside the wooden house, Stan shouted to Tetrax, "What are we even waiting for?! We have to save others!"

RUMBLE! BLAM!

Glaring, Tetrax grabbed hold of Stan by his shirt collar calmly stating, "Listen, kid, I don't care. Besides, it would be foolish. Keeping the Omnitrix secure is the only significant priority here."

"How could you be so heartless?!" Stan yelled back to Tetrax as the Petrosapien frowned in shock.

"You don't even know what..." Tetrax began as Stan interrupted shouting out, No! Outside there is my friends and family! I have known them ever since I was in primary school!"

Glaring darkly at Stan, Tetrax gripped Stan tighter ranting, "Listen to me you brat, you don't even know what I have been through with my family..."

"No I don't and you probably won't tell me anyway," Stan responded in annoyance.

"Enough! You can't save them. You would soon be overpowered and captured. The obvious choice is for me to retrieve my hoverboard so that we may leave this pathetic planet behind." Tetrax finally declared before Stan pleaded, "But..."

Ignoring Stan, Tetrax muttered darkly, "No! Stay here or else..."

Tetrax then dropped Stan onto the ground before the Petrosapien ran out of the wooden house.

Standing up Stan frowned slightly before he looked at the Omnitrix and began trying to get it working again.

SLAM! WHOOSH!

Tetrax leapt outside the doorway of the house as he landed on the desert ground kneeling as Kraab noticed him.

Smirking darkly, Tetrax morphed his right hand and began firing diamond shards from it.

BLAM! THWOOSH! THWACK! CRACK!

The shards splattered onto both Kraab and Sixsix as they were affected differently.

Kraab stumbled back dazed as Gwen was able to jump out of his normal claw-like hand and landed on the floor gracefully.

WHAM!

Sixsix ended up falling on his back injury with his jetpack denting from the impact as Ben and Max managed to squirm out of his claw-like hands.

Max and Ben then spotted Gwen as she gasped and ran over to them both as the Tennyson trio regrouped from the carnage.

Hugging Ben and Gwen tightly, Max happily exclaimed, "Oh thank god, you're both okay."

"Uh thanks, Grandpa." Ben stated happily as Gwen reminded them, "We have more pressing matters to deal with."

THWACK! BLAM!

Looking onwards, the Tennyson trio saw Sixsix struggling to get up from the ground whilst Tetrax ran over to Kraab dodging more laser fire.

"Stay still!" Kraab shouted on in frustration as Tetrax ignored him before the Petrosapien leapt into the air above Kraab morphing his right hand into a diamond mace.

WHACK! BLAM! SMACK!

Kraab grunted out in shock as Tetrax slammed the diamond mace onto Kraab's robotic head.

At the same time, Stan slowly peeked his head out the hole from the abandoned house watching the conflict rage on.

"AGGHH! Get off me!" Kraab yelled in pain enraged at Tetrax's antics whilst Sixsix slowly got up from the ground shaking his head.

Tetrax smirked before he morphed his mace back into a regular hand and rolling on the ground at the same time, declaring, "Oh, I'm just getting warmed up."

WHOOSH!

Tetrax then activated his hoverboard which blasted off from the ground and blasted towards Textrax before he jumped and landed on the board.

BLAST! BLAM! CRASH!

Various purple lasers fired from Sixsix's pistol attempted to blast Tetrax out of the sky as he flew the hoverboard around an abandoned watchtower.

BLAM! KA-BOOM!

The watchtower wood ignited with several explosions damaging the supports of the tower as the structure slowly began to fail and collapse.

Creak... CRACK! SNAP! CRACK!

Sixsix howled in agony as Tetrax slammed into the alien mercenary with a large flying kick.

The two collided into the ground as a medium-sized crater formed from the impact with junk and debris flying into the air.

Shocked, Kraab slowly scuttled back holding his metallic pincer upwards as Max urged Ben and Gwen to hide near an old metallic dumpster as the Watchtower finally collapsed.

The massive structure imploded in on itself as the watchtower impacted onto the desert ground.

KRACKABOOM!

A massive cloud of dust and smoke blasted the area with thick blinding dust as everyone caught with the explosion hide undercover as the massive dust cloud rose upwards into the sky.

Once the dirt and smoke cleared, Tetrax grabbed hold of a broken and battered Sixsix as oil leaked from his mouth.

"Jondigagr..." The alien mercenary cried out in pain before Tetrax uppercutted the alien in his gut.

SMACK! CRACK!

Tetrax then slammed Sixsix sidewards with a bone-breaking jab to his face as the alien mercenary slid onto the ground.

Growling, Sixsix kneeled from the ground before he held up his left arm.

THUNK! WHOOSH!

The rocket arm function activated as a single rocket launched from the arm towards Tetrax.

Tetrax merely placed his arms onto the ground before he used his hands to form a crystal wall.

CRASH! BLAM!

The crystal wall shattered into a dozen pieces as Tetrax emerged from the smoke unharmed.

KA-THUNK!

Kraab then slammed down behind Tetrax before the giant robot rose up against his giant pincer and thrust it downwards.

SMACK! CRASH!

The pincer narrowly missed Tetrax as the Petrosapien grabbed hold of Kraab before he hauled Kraab out of the crater.

THWOOSH! SMASH!

Kraab flew out of the crater before he slammed into the desert ground not many signs of injury.

" _Jeez... Nothing seems to be working or damaging these things!"_ Stan realized in shock and fear.

BEEP!

Looking down, Stan noticed that the Omnitrix had now fully recharged as the watch flashed from red to green in a manner of seconds.

"Yes... Hero time..." Stan stated smiling happily before he gasped as he saw Kraab staring at him.

GLITCH! SPARK!

Kraab's robotic head sparked slightly as Stan ran inside the abandoned wooden house before Kraab turned his head and noticed Tetrax and Sixsix fighting nearby.

"Time to claim my prize..." Kraab muttered as the robot entered the wooden house laughing darkly.

Inside the house...

WHACK!

Kraab entered the wooden house via the hole he made earlier and began looking around for Stan

Hiding in the building, Stan breathed slowly to himself as he hid behind an overturned wooden table as his blue eyes noticed the Omnitrix.

BEEP!

The exposed core then popped up with the silhouette of Four Arms appearing.

Grinning, Stan prepared to tap down the core but hesitated when he thought back to what Max and Tetrax stated earlier.

" _Remember to think out there Stan, don't try to just muscle it. Might is not always right._ " Max's voice echoed in Stan's head.

" _Even though you think before you act rarely, your choice of warriors is based solely on brute strength without regard to your actions."_ Tetrax bluntly stated as well.

Frowning, Stan muttered in realization, "Grey Matter, He should be smart and sneaky enough."

Quickly, Stan changed the silhouette from Four Arms to Grey Matter before he taped down the core quietly.

FLASH!

A large green light covered the room briefly as Kraab turned around and noticed the light emitting from the wooden table.

SMASH! CRACK!

Kraab raised his pincer and slammed it down onto the wooden table shattering it into pieces as nothing was seen on the other side.

"Where did that damn brat go?" Kraab muttered in confusion.

Annoyed, Kraab began to scour around the house as a grey frog-like hand grabbed onto a wooden support beam.

THWIP!

Grey Matter hauled himself upwards onto the beam using his small gill-like suction cups before the Galvan straightened himself and walked across the wooden beam.

Balancing across the wooden beam, Grey Matter then crouched down on the structure noticing Kraab looking around the building as Grey Matter then leapt off the wooden beam.

THWIP! SPLAT!

Grey Matter landed on the top of Krabb's head using his suction cups to stick onto it.

"What?!" Kraab shouted out in shock and rage as Grey Matter mocked, "Salutations, you imbecile."

THWACK! SMACK!

Angry, Kraab used his normal hand to try and swat the Galvan off as the distractions caused Kraab to move around chaotically.

THUMP! THUMP! THUMP!

Grinning, Grey Matter clambered down Kraab's head noticing a gap as the Galvan crawled down and began fumbling around below the head for any loose wires and cables.

"There should be a nerve cluster somewhere… and bingo!" Grey Matter muttered happily as the Galvan grabbed hold of some blue wires.

Giggling slightly, Grey Matter tugged on the blue wires tightly as Kraab began yelling in pain and agony.

"ARRGGGH!" Kraab shouted out as his robotic systems and circuits were beginning to fail with his body sparking crazily before it began shuddering.

GLITCH! SPARK! FLASH!

"Gahhgguuhghghg..." Kraab groaned as Grey Matter sated below, "Hmmm, I wonder what would happen if I mixed these wires and cables..."

SPARK! CRACK! GLITCH!

Mixing the cables, Grey Matter ripped more of the cables as Kraab continued to walk crazily and spin with his body functions continuing to fail and break down as the robot emerged out into the outside desert.

"And Voila!" Grey Matter shouted out in victory as the Galvan ripped the last of the cables from Kraab.

RIP! SPARK!

Kraab finally froze before the head of the robot spun widely with blue sparks flying out and glitching everywhere.

BEEP! SPARK! BLAM!

Finally, the robot froze and beeped violently before he fell and collapsed onto the floor.

WHAM!

Kraab's body impacted the hard desert floor as Grey Matter scrambled out of the decaying broken robot.

"One down, and one to go." Grey Matter mused as he ran across the desert floor to Sixsix and Tetrax.

WHOOSH! SMACK!

Tetrax dodged another of Sixsix's blows before the Petrosapien kneed Sixsix in the gut again.

"GGRRR!" Sixsix growled madly before he grabbed hold of Tetrax yelling, "Yondigardar!"

Shocked, Tetrax struggled to break free from Sixsix's grip as the alien mercenary turned on his jetpack and flew upwards.

WHOOSHSH! SMASH!

Landing upside-down, Sixsix piled drove Tetrax into the ground forming yet another crater with dust and rocks flying from the impact.

As the dust cleared, Tetrax groaned in pain as Sixsix placed his foot on Tetrax's chest.

"HAAAHAAAHA!" Sixsix laughed as Grey Matter ran over as the Galvan gasped in shock at what he saw.

Smirking under his mask, Sixsix noticed Grey Matter before he began walking over to him.

Holding his ground, Grey Matter stared at Sixsix as the alien mercenary activated his missile weapon preparing to fire when Max jumped onto Sixsix's back.

WHOOMF!

Shocked Grey Matter watched on as Max held onto Sixsix tightly before he shouted out, "Stan, run!"

"Grandpa!" Ben and Gwen cried out together as Grey Matter frowned before he ran to Sixsix padding along the desert floor.

WHOOMF! THUD!

Sixsix then hurled Max onto the floor as he grunted in pain.

Panicked, Ben tried to move forward only for Gwen to place her hand on his back saying, "Ben, don't."

"But..." Ben asked Gwen confused who replied gently, "Relax, Stan will figure this out."

"HAHHAAAA!" Sixsix laughed madly before he activated his red saw blade.

BUZZZ! SLICE!

Grabbing hold of Max, Sixsix prepared to move the red saw blade to Max's neck.

"Noooooooooo!" Gwen shouted out loudly as Ben muttered in shock, "Oh man..."

Tetrax also watched on in shock as the Petrosapien ket on his brave face before he noticed Grey Matter climbing onto Sixsix's jetpack.

"Guess who freak?" Grey Matter stated happily.

Surprised, Sixsix deactivated his red saw blade and began shaking his body to get rid of Grey Matter.

"I told you to stay out of my way! Tetrax shouted out to Grey Matter who spoke back, "Guess what? I did not listen, now then..."

As Sixsix continued to move around, Grey Matter used his arms and grabbed hold of some wires that connected to the jetpack to Sixsix's armour.

"What would happen if I did this?" Grey Matter asked as he grabbed and broke some of the wires.

SNAP!

"ARRGHGHGHHHAGGASHGH!" Sixsix howled in pain and agony as his jetpack broke before the alien mercenary blasted off into the sky.

THWOOSH! BLAST!

"YAHOO! This is awesome!" Grey Matter yelled happily as the Galvan held on to the jetpack tightly.

From the ground, Tetrax stood up in concern whilst Max clambered up from the ground as well with everyone watching below.

WHOOSH! SLAM! SKIDD! CRASH!

The alien mercenary then slammed into support for a nearby water tower as Sixsix skidded onto the desert ground with a huge skid mark trail forming the impact trail near the decaying body of Kraab.

SKIRT! SLICE! SPARK!

Sixsix's body glitched and sparked violently before Grey Matter clambered off the jetpack and noticed the creaking water tower.

Creak... Skirk...

"Well, time for you guys to cool off, see you around!" Grey Matter shouted out as the Galvan ran off away from the decaying alien mercenaries.

Glaring at Grey Matter, Kraab noticed the Galvan scrambling over Sixsix's body muttering, "I hate this damn planet."

Creak!

The water tower slowly creaked as the metal of the structure failed with the water leaking out before...

KA-BLOOSH!

The massive tower slammed onto the robots with the water bursting out from the tower and leaked onto the hard floor with the alien mercenaries being coated in water with the liquid battering and ripping them apart.

Hiss...

As the water faded, two broken and battered alien mercenaries lied out decaying onto the desert ground with Grey Matter, Tetrax and the Tennyson trio stood together in a group watching the aftermath of the battle.

"Only one way to beat the hot desert heat, don't you think?" Grey Matter stated as Tetrax looked at the Galvan saying, "Pretty smart, for a human."

Nodding happily Grey Matter smirked before Max stated, "Well, I'm just glad that this situation is finally over with, thanks for the save, Grey Matter."

"Yeah, I chose this form in response to the advice you guys told me throughout the day." Grey Matter explained before Tetrax asked, "And that is?"

"To think smarter and not go in headfirst and also don't let your anger get the better of you." Grey Matter finished off.

Smiling slightly, Tetrax moved to his utility belt and took out a floating silver cube before he tossed it over to the decaying and heavily injured alien mercenaries.

THWOOSH!

The silver cube expanded and swallowed up the alien bounty hunters before the cube swelled up and shrank back down to its normal size as Tetrax walked over and picked up the cube.

BEEP! BEEP! BEEP!

FLASH!

Grey Matter's Omnitrix symbol then began beeping a bright red colour before the Galvan morphed back to Stan in a flash of red light as Tetrax placed the cube back in his belt.

"I will return as soon as I am able," Tetrax informed the group as Max watched on whilst Ben and Gwen stayed frozen in awe,

"So now what? I mean what about this Omnitrix?" Stan asked pointing to the watch on his arm.

"It's in good hands until then," Tetrax stated before he surprisingly handed over his hoverboard to Stan.

Shocked, Stan held onto the green and black hoverboard as Tetrax replied, "This may be of some use in the meantime for you."

"Huh, are you serious?! Hang on a min... You said you needed this to get off Earth right?" Stan questioned Tetrax who replied with, "Selective disinformation."

"Huh?" Ben asked confused as Gwen clarified the situation saying, "He lied."

Tetrax then walked away as the helmet of the Petrosapien retraced covering his head again as he said to Stan, "Until we meet again, young one."

Smiling, Stan replied positively, "Bye, Tetrax."

Tetrax then activated a button on his belt as a flash of red light covered him.

FLASH! THWOOSH!

Tetrax then teleported off Earth into space with the red light soon fading as the ruins of Slaterville became silent again.

"So, how come you get all the cool alien stuff?" Gwen asked Stan who shrugged replying, "I have no idea, Gwen. I am not an expert at hoverboarding yet alone a skateboard."

"Um, why don't you let me have it?" Ben pleaded as Stan looked at Ben suggesting, "I guess we can share this hoverboard if you want to."

"Thanks, Stan!" Ben praised Stan happily as he grabbed hold of the hoverboard before Max stated, "Well, um we should get back to the Rust Bucket and see if I can patch her up before we get moving onwards to New York again.

Max then walked off to the Rust Bucket as Ben followed on with Stan about to move when he heard Gwen asking, "Stan?"

"Yeah, Gwen?" Stan asked Gwen who said, "I have something for you too."

Confused, Stan inquired, "What is it? ARGH!"

SQUELCH! SPLAT!

Gwen then poured some sun cream from the leaking bottle onto Stan's head as he panicked in annoyance with the thick creamy substance leaking onto his har and the lens of his brown glasses.

Laughing happily, Gwen stated, "That was for getting me soaked earlier."

Stan: "Really? Now I need a blasted shower." Stan muttered as he began walking back to the Rust Bucket with Gwen following from behind.

10 mins later...

The Rust Bucket was now leaving the ruins of Slaterville behind driving back on the main road onwards.

Inside the Rust Bucket, Stan emerged from the bathroom sighing happily with his hair and face now clean and fresh before he heard Ben and Gwen giggling.

Turning his head, Stan noticed Gwen and Ben sat down in the booths before exclaiming, "Guys, I'm tired okay? So quit making jokes about today."

"Dude, just chill out, besides it's still funny," Ben replied as Stan moved to the side booth and sat down near Ben.

"Anyway all jokes aside, who do you think sent those bounty hunters after you?" Gwen inquired Stan who shrugged stating back, "No idea Gwen. I mean anything could be out there in space."

As the kids continued to talk, Max listened in on the conservation thinking, _"Damn it... I hope he does not show up..."_

Frowning, Max continued to drive the Rust Bucket as the heavy RV left the ruins of Slaterville for good.

Meanwhile in space...

A red comet blasted off away from Earth before it vanished quickly.

THWOOSH!

Near-Earth, the Chimerian Hammer continued to orbit the planet.

Inside the ship a holo-screen watched the comet leave the Earth in the command centre of the vessel as a drone watched on with Viglax watching from the healing chamber.

"Betrayed... I should have been more careful…" Vilgax ranted in a wheezing voice with his left leg now slowly regrowing with his right hand starting to fully heal.

"Sensors indicate the Omnitrix is not with the alien mercenaries my lord." The robotic drone stated to his master.

"It would appear that the creature who possesses the Omnitrix… is as clever as they are fierce… But I shall not be denied for I will acquire the Omnitrix… and then I will rule the universe with an iron fist…" Vilgax responded before he began laughing quietly thinking about his plans to acquire the Omnitrix...

 **Authors note: So the revised version of Chapter 5 is done!**

 **The next few chapters will be interesting because Chapter 7 will debut Kevin 11.**

 **Also, I did want to use Ghostfreak in this chapter, but he does come back eventually.**

 **So if there are quite a few complaints about the lack of Ghostfreak, I'll add him in instead of Upgrade.**


	6. Chapter 6: Tourist Trap

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Authors note: You readers know the drill by now, enjoy the latest and revised chapter of Stan 10!**

Italics: _Thinking._

Previously on Stan 10: Stan Hopkins and the Tennyson trio continued to journey on northwards to New York, however, due to a mishap with Diamondhead, The group got stuck in the old mining town ruins of Slaterville.

Once there, the group was ambushed by alien mercenaries who were sent by Vilgax to claim the Omnitrix, thankfully with the advice of the wise Tetrax, Stan was able to utilize Grey Matter to successfully end the conflict, now moving onwards time will only tell what happens next...

Chapter 6: 'Tourist Trap.'

The Rust Bucket was driving down a narrow highway in the desert with a large city present behind the Rust Bucket.

Outside the vehicle, the scorching heat blasted the air whilst various cars drove by on the road.

Inside the Rust Bucket...

Driving the vehicle, Max listened to the radio that was describing the recent events that had occurred in the past week.

At the same time, Gwen was reading a book whilst Stan was reading an Aquaman graphic novel.

Ben, however, had stuck his face against the side window of the Rust Bucket.

Yawning slightly, Stan finished reading the graphic novel and placed it on the quilt cover off the bed before he jumped off.

Whump!

Smiling, Stan walked past the side booth and towards the front of the RV next to Max as the radio blared out, "Good morning America! In today's headline, residents of a retirement community and other towns within the region claim to have witnessed the bizarre extraterrestrial activity of unknown origin in several areas, residents are advised that law enforcement and the military are investigating these matters and that the public is assured that no threat of any kind is present. Now in other news…"

"Maybe I would have believed that a few weeks ago now," Stan stated to Max turned off the radio replying, "Well, It's hard to believe considering everything that has gone down recently, The Watch, Dr Animo, The Krakken, The Limax, The Mercenaries..."

"Wait... How did you know what the Limax were called?" A confused Stan asked Max who shrugged and pointed out, "Um, just a guess?"

"Right..." Stan muttered to Max who gulped slightly and continued to focus on driving the Rust Bucket.

Growing, Stan moved away from Max as he turned his head noticing Ben maxing funny faces against the window.

"Blah..." Ben groaned with him making a large gross face against the window with him noticing a blue car driving next to the Rust Bucket.

Inside the opposite car, a child who had pale yellow skin who wore a thick blue shirt was making funny faces against the window of that car.

"Ugh..." Ben spluttered out as Gwen groaned muttering, "I'd warn you that your face might freeze like that, but in your case, it would be a good improvement."

"Shut it, dweeb," Ben said with his muffled voice against the window as Gwen humped before she walked to the back of the Rust Bucket.

In the other car, Ben watched with intrigue as the child took out a burger before he swallowed it.

Shocked, Ben gulped as the kid then turned around and opened his mouth showcasing a large amount of burger waste on his tongue.

Gagging slightly, Ben groaned speaking, "Yuck the seafood special! Time to pull out the secret weapon."

Smirking, Ben held up his finger before he turned around and noticed Stan walking to the back of the Rust Bucket.

"Okay. Hey, Stan, can you do me a favour?" Ben questioned Stan who froze turning around and asking, "Oh, what is it, Ben?"

"I need you to go Stinkfly and scare the kid in the other car," Ben explained smiling slightly with his plan.

"Ben, don't you remember the cereal incident last Saturday? No." Stan reminded Ben crossing his arms to him.

Shocked, Ben protested, "But..." before Stan interrupted him saying, "Look, N-O spells no okay?"

SCREECH! WHOOSH!

The nearby car from outside the window then drove off before Ben sighed in annoyance muttering, "Oh man, you can such a killjoy sometimes Stan."

"Says, you doofus. Besides we've been over this like what a dozen times?" Gwen replied having walked back to the side booth.

Sighing, Stan then stated, "Look, guys, I know you mean well but…"

"Stan, better get up here," Max called out getting everyone's attention.

Quickly moving, Stan walked back to the front of the Rust Bucket where Max pointed out a shocking sight saying, "We've got trouble ahead."

"Oh no..." Gwen muttered in shock before Ben replied, "Yeah, this does not look good at all."

Stan did not say anything as he focused on the incident outside watching a large crowd gathering.

Outside the Rust Bucket...

It was chaos as various cars had stopped in a large traffic jam with the various passengers and drivers either stepping out of the cars and watching the accident or staying inside being scared to exit or assist.

As the crowd size grew, the people in the crowd watched on with the chaos as some people attempted to help the victims of the accident.

Near the edge of the road, a large cargo lorry had collided with a petroleum tanker.

The tanker ended up being tipped onto the side with the truck driver trapped inside.

"The doors stuck! He can't get out!" A bystander shouted out having spotted the trapped truck driver.

"Help!" The truck driver frantically pleaded as he struggled to break down the glass window as the flames spread due to the leaking oil.

Having heard the truck driver's cry for help, some people in the crowd ran over to the truck before...

KA-BLAM! THWOOSH!

A massive ball of fire blocked the crowd from the truck driver who screamed in panic at the sight of the flames spreading quicker, "ARRRGGGGH!"

Back in the Rust Bucket...

BEEP!

Stan quickly already activated the Omnitrix and began scrolling through the silhouettes as Max stated, "If that propane heats and catches on fire, then that truck will become a rocket to the moon."

"Don't worry, I've got this, I'm going Heatblast!" Stan spoke back to Max before he slammed down the exposed core of the Omnitrix having moved a safe distance away from everyone else in the vehicle.

FLASH!

A large green light enveloped Stan and the Rust Bucket as everyone else inside the RV was blinded slightly as Stinkfly emerged from the green light once it faded.

"Uh, that's the wrong alien," Ben stated to Stinkfly as the annoyed Lepidopterran complained, "Stinkfly?! I wanted Heatblast!"

"Seems like whenever you just slam down the core, you end up turning into the wrong alien," Gwen suggested an explanation for the wrong alien popping up randomly.

"Ah well, I guess I'll have to improvise." Stinkfly sighed before he looked at Max and nodded.

Nodding, Max moved to the side door of the Rust Bucket and opened up the door.

Creak... THWOOSH!

Stinkfly then blasted upwards into the air as the Tennyson trio stepped out of the RV not pretending they saw Stinkfly.

WHOOSH! THUD!

Stinkfly then landed near the burning truck as the crowd watched the Lepidopterran analyzing the accident site.

"Do you see that?" Someone asked within the crowd as another person stated in shock, "That bug thing was in D.C! I saw it on the news last week!"

"What is the government hiding from us?" Another crowd member questioned before he stopped pondering the situation.

WHOOSH! BURN!

Grunting slightly, Stinkfly stepped back from the flames and watched the inferno increasing in power thinking, _"Man, This reminds me of the forest fire I did a few weeks ago..."_

No longer thinking, Stinkfly looked back at the engulfed truck plotting out his plan.

Back with the crowd, Max stepped forward declaring, "Come on folks, step back. Give the bug a chance to work."

"Are you sure? I mean what if it attacks us?" A man panicked in fear as Gwen calmly stated, "Sir, I don't think that the bug will attack us."

"Yeah, just watch okay?" Ben added on before the man frowned and turned towards Stinkfly watching the Lepidopterran in action.

"This fire is too intense; I don't think I can... Wait..." Stinkfly muttered before he smiled and realized what he could do.

THWOOSH!

Hovering above the ground, Stinkfly focused his eyestalks before shouting out, "Bombs away!"

SPLAT! SPIT! SPLAT!

Numerous glob projectiles splattered onto the fire as the blaze was slowly gasified with the fires dying out.

HISS!

The shocked crowd watched as Stinkfly landed on the roof of the lorry cabin as the Lepidopterran heaved his tail upwards stating, "Now to cut him out!"

KA-THUNK! CRACK!

Grunting, Stinkfly slammed his tail pincer into the metal roof as Stinkfly then dragged his body forwards using his tail as a force of momentum to slice through the metal roof.

Inside the cabin, the truck driver watched on as the metallic roof broke and cracked under the stress with a large gaping hole appearing before Stinfkly peered through the hole grinning at the driver.

"I've got you!" Stinkfly greeted leaning inside the cabin as the Lepidopterran grabbed hold of the driver inside the truck with his bug-like hands.

THWOOSH!

Stinkfly then flew back into the air before he landed near the medium-sized crowd with Stinkfly carefully letting go of the shocked truck driver who quickly scrambled back to the crowd.

"Ah, another job is done." Stinkfly murmured as he watched the truck driver slowly move away and towards the talking crowd.

Within the crowd, a small girl with ginger hair in pigtails and light green eyes tugged on her mom's shirt begging, "Mom… Can I please see the bug?"

Rolling her eyes, the parent stated to her child, "Not now... Dear were... Get back here!"

The little girl had managed to sneak away from her parent before walking through the crowd as Stinkfly spotted the girl exiting the crowd.

Stunned, Stinkfly watched on as the girl slowly ran over to Stinkfly as the Lepidopterran began moving forward in response.

Slowly both human and alien approached each other in curiosity.

Back in the crowd...

"Oh my god! My baby! Someone, please get her back here!" The mother yelled in fear and worry.

Quickly noticing the distressed mother, Max ran over and calmed her down saying, "Hey um... I don't think the bug means any harm."

"What makes you say that?!" The shocked mother asked Max who calmly replied, "Well t saved the man from the burning truck."

Surprised the mother calmed down before replying to Max, "Oh I suppose that makes sense, but still, you can't help but be too careful."

With Stinkfly...

The young girl was now extremely close to Stinkfly as she looked upwards to the Lepidopterran as his eye stalks stared down with curiosity at the young child before she asked, "Hi there..."

With the sound of nearby emergency vehicles in the distance, Stinkfly gulped slightly before replying, "Hello."

The girl grinned in response to Stinkfly's voice as she asked, "What's your name? And why are you here?"

"My name is Stinkfly and I am part of a group of aliens that save those in need," Stinkfly explained quickly.

"You are? Who are the other members? I bet you all are really brave…" the child awed in surprise and happiness as Stinkfly added, "Yeah, There are nine others that are similar to me but different."

However, Stinkfly noticed the Tennyson trio walking back to the Rust Bucket as Max signalled to Stinkfly to move away from the crowd.

Stinkfly nodded to Max as the Lepidopterran stated to the young girl, "Look, I have to fly away now okay?"

"You do?! But don't go..." The young girl protested sadly as Stinkfly explained, "I'm sorry but my team needs me. Remember to stay safe!"

Smiling, Stinkfly stepped back away from the amused and curious child before the Lepidopterran blasted off into the air with the girl watching on below.

WHOOSH! ZIP!

As Stinkfly blasted off into the distance with the Rust Bucket following, various police officers along with paramedics and firefighters arrived on the scene whilst the mother ran over to her child.

"Um, are we too late?" A police officer asked in confusion whilst the police commander ordered, "We need to take witness statements and…"

"Yo look, do you see that big thing in the distance?" Another police officer inquired his colleagues pointing in the distance.

"Huh... Guess those creatures or whatever they are real." The police commander muttered before ordering, "Alright, everyone to work!"

As the emergency crews got to work clearing up the accident site, a news crew then arrived and began acquiring interviews about the accident site.

At the same time, the Rust Bucket drove off into the distance away from the site as Stinkfly hovered above the vehicle following it.

Thirty mins later...

The Rust Bucket was now driving down an empty road located in the outskirts of a rocky canyon with greenery starting to appear as the Rust Bucket rumbled on.

Inside the vehicle, Ben was sat next to Max in the front whilst Gwen and Stan were sat on opposite ends of the seating booth.

"And this little girl comes up running to me and next thing I know she is talking to me!" Stan rambled to Gwen who responded, "Sounds like you are getting a fanbase."

"I don't know Gwen; I mean I have only been... Wait do you see that?" Stan asked Gwen who turned her head around.

Outside the window, the kids noticed a large black sign with yellow text that said 'You'll have a ball with it!'

"You'll have a ball with it. Next exit." Gwen murmured in confusion as Stan shrugged in response.

"Come on Grandpa, at least give us a hint of what 'It' is," Ben asked Max who smiled stating, "Ah-ah. No hints, I've been planning this stop all summer."

The Rust Bucket then continued driving down the empty barren road.

A few mins later...

Creak...

The Rust Bucket had parked up on the roadside as Max slowly opened the side door of the vehicle and stepped outside with the three kids waiting in the vehicle.

"Okay, the three of you close your eyes," Max asked the kids who closed their eyes and stepped outside the RV before Max happily shouted, "Okay now, open them up!"

Opening their eyes, the kids looked around the area with mixed reactions as Max proclaimed loudly and happily, "TA-DA! Welcome to Sparksville!"

A large wooden sign that had bright red writing on it saying, 'Welcome to Sparksville' as Max pointed to it eagerly.

Looking around, the kids noticed a medium-sized town with various buildings that had large and significant objects attached to them.

Each building had a different object attached to them such as a giant hot dog, a giant deer and a giant fishbowl connected to the roofs of the buildings with large industrial cables.

Various tourists and civilians also walked around Sparksville with some tourists taking pictures in the town as the cloudless sky lit up the town brightly. A nearby, lush green forest was also seen in the distance.

"So, is this place great or what?" Max happily asked the kids as an intrigued Stan spoke back saying, "Well it's um interesting..."

"Um, I'll go with what," Ben said agreeing with Stan as Gwen just looked around speechless.

"Oh come on! What's more exciting than the world's biggest fishbowl?" Max asked pointing to a large glass bowl that was secured to a building.

"Um, everything?" Ben bluntly stated as Stan suggested, "I don't know Ben, it might be worth checking this place out."

Smiling Max praised Stan saying, "That's the spirit, Stan!"

Then before Ben could reply a new person appeared and introduced himself.

The figure was the same size as Max but was noticeably slimmer.

He seemed to be in his mid-40s to early 50s. He had thick shaggy brown hair that went down to his neck along with light blue eyes.

His clothing consisted off a pair of neat brown shoes along with a black bow tie that held his white buttoned shirt over his blue overalls that consisted of a waistcoat and a matching pair of trousers.

He was also wearing a pocket hanky in his upper coat pocket.

He had thick shaggy brown hair that went down to his neck along with light blue eyes.

He also wore a name tag that said, Earl.

This is Earl, the mayor of Sparksville.

"Hello there, as the mayor of Sparksville, I welcome you, o seekers of wonder." Earl introduced himself talking in a monotone and dull thick western accent.

Silence ensued as Max handed out three yellow tickets to the kids stating, "I know you guys are probably excited to see 'It'. So I'll go ahead and check us in."

Walking over to the Sparkvsille Motel, Max left the stunned kids behind who all looked at each other and shrugged before they walked over to the first attraction.

A few mins later...

The trio of kids stood outside a large wooden building with several signs on it saying 'The Jackalope', as a gate with a grey curtain on it covered the building.

Moving over the group looked over the building as Stan asked in confusion, "The Jackalope? I don't think a species like that exists."

"They are rumoured to be jackrabbits with antelope horns, plus they are mythical creatures like dragons," Gwen explained in response as Ben rolled his eyes before he tapped his hand down on a yellow bell.

DING!

After the classic ding sound, Earl emerged from the building saying, "Tickets, please."

"I thought you were the mayor," Ben asked Earl as Stan scratched his head in confusion.

"He who wears the crown is burdened by many hats son," Earl responded as Gwen handed him the tickets.

Rip... Rip... Rip...

Earl used a ticket cutter to snap the tickets before the kids entered the exhibit as Earl creepily stated, "Mind the signs..."

Throughout the day, the kids visited the various Sparksville exhibits and took a variety of picture of the trio enjoying their visit.

Picture One: Ben, Gwen and Stan are looking at a model of the Jackalope in different ways, Ben is snoozing, Gwen is confused and Stan is texting on his phone researching info about it.

Picture Two: Ben, Gwen and Stan are near a photo board model of the Jackalope.

Ben is laughing at Gwen sitting down who is leaning against the wall, Gwen is making a funny face at the camera and Stan is smiling at the camera happily.

Picture Three: Ben, Gwen and Stan are seen posing outside the motel sign with the giant deer as the image is tilted sideways.

Gwen is facing the camera with a close-up, Ben is posing in from the side grinning whilst Stan is seen leaning in at the top of the image waving at the camera.

Picture Four: Ben, Gwen and Stan are on a photo board of old villagers in which Ben is a farmer, Gwen is a housewife and Stan is a dog.

All of the three kids look bored and slightly annoyed especially Stan.

Picture Five: The kids are in a large planetarium exhibit looking at a model of the solar system and Earth.

All the kids are facing it from the back of the angle, But Stan looks very happy as he is seen taking a picture with his phone.

Picture Six: Ben and Gwen are seen snickering to each other as a man is seen repairing the sun model which is just a large light bulb; Stan is again seen on his phone texting on it.

Picture Seven: The kids are seen staring upwards at a large tower of cards exhibit outside in the blistering desert heat.

Picture Eight: The kids are inside a hot dog shop as Ben is seen smelling a fresh hot dog whilst Gwen watches on as Stan is seen ordering one from the counter.

Picture Nine: Gwen is seen spraying Ben with Ketchup and Mustard bottles dousing him in liquids as Gwen laughs whilst Ben is shocked. Stan is seen holding his mouth trying not to laugh.

Picture Ten: Gwen is seen running frantically as an angry Ben chases her throwing the hot dog at her. Stan is seen laughing from the background of the image.

Picture Eleven: The kids are wearing some different items from the gift shop posing; Ben is wearing thick black sunglasses whilst Gwen is wearing a blue cap and googly eyes glasses whilst Stan is wearing sunglasses as well.

Picture Twelve: The kids have sucked up their faces like the fishbowl as they stand outside the world's largest fishbowl.

Picture Thirteen: The kids are on a bench; Gwen is drinking a soda looking bored.

Ben is sleeping on the bench tired.

And Stan is texting on his phone looking tired slightly.

Picture Fourteen: The last picture shows the kids standing near a brown wooden arrow post that says: 'It' is this way."

Gwen is interested, Ben is looking to the building and Stan is smiling from the background of the camera with the peace sign.

A few mins later...

The kids and Earl were standing near a large brown barn on the outskirts of Sparksville near a small forest.

Near the building, a white sign in blue text stated, 'It's Here' as Earl explained, "Through these doors lies the weirdest, wildest thing ever to found its way to Sparksville."

Creak...

Earl then opened the large wooden doors on the barn as the kids entered the building as the wooden doors closed again leaving the kids in darkness.

SPARK! BEEP! FLICK!

"Please tell me this is It. Because I can't stand It anymore!" Ben shouted in annoyance as Stan agreed to state, "I agree, Ben. This It hype better be worth it."

BEEP! SPARK!

Inside the barn, various electrical signs then lit up saying different statements such as, 'This way' 'See it' 'It' as the kids walked further into the building.

"Do Not Touch It." Ben muttered as Gwen added, "Do Not Photograph It."

"Do Not use Batteries or Electrical Equipment anywhere near it..." Stan muttered before the group finally arrived seeing a large purple neon sign stating, 'This is it!'

Creak... SPARK! FLICK!

The sign then slowly rolled up before flashlights activated revealing...

A large rubber band ball that filled up the wooden barn.

"Really? All that hype..." Stan murmured in shock and disappointment as Ben spoke, "This is it?"

"It's a big ball of rubber bands," Gwen stated in disappointment before Earl added, "And who knows what secrets lie within."

Shocked with Earl's background, Stan turned around and gave Earl at 'WTF' look as Gwen and Ben looked confused as well.

"Uh, more rubber bands?" Ben questioned Earl who creepily replied, "Stay as long as you three like. Mind the signs."

Turning around, Earl walked out of the wooden barn before Stan bluntly stated, "Man, what a stupid rip off. I want a refund."

Agreeing, Ben waved his hands in the air shouting out, "Look at this place, these guys are full of 'It'. We've been punked."

"Same. It is pretty lame. I can't believe Grandpa was so excited about this place." Gwen stated with her opinion as Stan sighed bored before Ben grinned with an idea popping into his head.

"I know that look, Ben. What are you thinking?" Gwen responded to Ben as Stan moved over smiling before saying, "Ben, are you thinking what I'm thinking?"

"Yeah, I am," Ben said agreeing with Stan who grinned back and slowly walked behind the back of the large rubber ball as Ben and Gwen heard the telltale signs of Stan activating the Omnitrix.

BEEP! FLASH!

A large flash of green light emerged from behind the rubber band before it was slowly lifted upwards.

Smirking, Ben and Gwen watched on as Four Arms emerged from behind the ball using two of his large arms to hold the rubber ball in the air.

"Introducing the amazing Four Arms!" The Tetramand greeted Ben and Gwen with his four orange eyes looking down at a grinning Ben and a smirking Gwen.

"For once I agree with you," Gwen smirked darkly as Ben cheered loudly yelling, "Yeah, go Four Arms!"

"So you have got something special planned in mind?" Gwen asked Four Arms who shrugged stating, "Yeah, maybe the world's biggest booger?"

Laughing Ben and Gwen couldn't help but enjoy the humour of the quote as Four Arms smiled declaring, "And now for your entertainment the juggling Four Arms act!"

The Tetramand then began using his arms to juggle the huge ball in the air as Four Arms gracefully caught it as the ball landed in one arm to the next.

"Hey be careful! You could drop it." Gwen shouted out to Four Arms concerned as Ben casually replied, "Don't worry, he won't."

"Not a chance! Four Arms is strong enough to lift this ball with three hands tied behind my back, watch this!" Four Arms cockily declared.

Four Arms then moved three of his hands behind his back whilst using his upper left hand to hold the ball in the air replying, "See I told you guys."

Slip... Creak...

However, Four Arms struggled to hold onto the rubber before muttering in shock, "Uh, oh..."

TWIP! WHOOSH! THUD!

The rubber ball then slipped out of Four Arm's grip as the Tetramand gasped in shock as the rubber ball bounced over to Ben and Gwen.

Screaming, Ben and Gwen narrowly ducked and dived in separate directions onto the wooden floor as the rubber ball narrowly missed them.

KA-CRASH!

The giant rubber ball bounced upwards as the heavy objects smashed into the wooden roof of the barn as pieces of wooden planks and dust rained down from the hole formed in the roof.

"Why must I be so cocky?" Four Arms mumbled in shock and fear before Gwen shouted out reminding him, "Hello? We have a giant ball to stop!"

"Yeah, come on!" Ben shouted out as the kids and the Tetramand ran out of the wooden barn.

Outside in Sparksville...

KA-CRACK! BOING! THWOOSH!

The giant rubber ball slammed into a nearby hot dog container as Four Arms, Ben and Gwen continued pursuing the runaway rubber ball.

CRASH! THWACK!

The hot dog container smashed into debris and rubble as the rubber ball then launched upwards high into the air before it began plummeting back down to the ground.

THWOOSH! ZIP!

Racing down the main street, Four Arms noticed the rubber ball launching off a giant straw model of a chicken.

BOUNCE! WHOOSH!

"Get out of the way!" Four Arms yelled as the Tetramand braced himself to grab the runaway ball.

CRASH! SKIDD! SKIRT!

Ben and Gwen narrowly dodged Four Arms as the massive rubber ball dragged the Tetramand across the dusty ground with a huge dust trail forming before they slammed into a brick wall.

KA-THUNK! SMASH! CRACK!

"ARGGHH!" Four Arms yelled in shock as the Tetramand slammed into a brick wall as the rubber ball vibrated off away from him.

THWOOSH! CRASH!

The rubber ball then bounced into a large pack of cards as the cards toppled onto the floor like dominoes.

At the same time, the giant rubber ball finally slowed down and skidded onto the ground has lost its momentum as the rubber ball rolled onto the open road.

Regrouping, Ben and Gwen watched the devastation in shock as Four Arms slowly walked over before the Tetramand kneeled on the ground.

THUNK!

The ground shook slightly before Four Arms sadly muttered, "I screwed up again…."

SLAP!

Grunting in pain, Four Arms noticed that Gwen had slapped him on his shoulder as Ben watched on stunned.

"Yep, I deserved that." Four Arms grunted before the Tetramand slowly stood upright on the empty street.

"Because thanks to you, we're going to be criminals!" Gwen shouted out enraged by Four Arm's mistake.

"Look don't worry. I'll just put everything back to the way it was. No problem." Four Arms suggested hopefully.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Four Arm's shoulder then began beeping a bright red colour as the Tetramand sighed heavily.

FLASH!

A large bright red light flooded the area as Four Arms reverted to Stan as the red light cleared with him looking annoyed.

"Okay, we have a significant issue here," Stan muttered as he leant against the rubber ball with his right hand.

Glitch... SPARK!

Unknown to the group, however, The Omnitrix malfunctioned as a few red sparks flicked from the alien device and sparked onto the rubber ball for a few seconds with the alien device shaking slightly as Stan removed his hand from the ball.

The kids then began walking back to the Sparksville motel as Stan muttered to Ben, "Ben... Remind me..."

"Oh yeah?" Ben asked in fear as Stan bluntly explained, "Remind me not to listen to any of your stupid ideas again."

Well, here we are." Gwen explained to Ben and Stan as the kids stopped walking before Gwen worryingly muttered, "What are we going to tell Grandpa?!"

Rolling his eyes, Ben casually stated to Gwen, "Nothing, we just play dumb."

"That's easy for you Ben. You're a lot better at it then I am." Gwen muttered as Stan declared, "I agree with Ben, it's best to let this one slide over."

Nodding, the group opened a door and entered the motel room discovering a room that sideward's ion on itself.

The kids were walking on the roof of the room whilst the bed and drawers were on the side with Max standing on the roof smiling as he noticed the kids.

"Sheesh... Talk about messing with your head." Stan muttered in shock as Max noticed the kids replying happily, "Oh there you are! So isn't this place a riot?"

Gwen panicked in worry as Stan gulped in shock with Ben sweating nervously.

"Why?! What did you see? We don't know anything about It." Gwen blurted out as Stan backed up Gwen stating, "Yeah, I don't know anything about It as well."

Stepping forward, Ben calmly explained, "Oh they mean, it's great Grandpa. Can't wait to try out the bathroom."

Rubbing his head in confusion, Max replied, "Well alright then besides, It's getting late. We'll unpack here and then we will grab a bite to eat before getting some sleep."

The kids nodded and then the group walked over to the Rust Bucket to get ready to sleep in the Sparksville motel.

At the same time back in Sparksville...

The desert wind howled loudly at the damaged site in Sparksville near the remains of the giant house of cards and the large rubber ball.

SPARK! GLITCH! ZAP!

The giant rubber ball shook violently with a series of yellow sparks intensifying on the material with the energy getting worse...

ZAP! SPARK! BLAST!

A massive spark of yellow electricity shook rapidly from the giant rubber ball as the energy beam launched over to the nearest electrical pylon.

ZAP! SPARK! GLITCH!

The electrical pylon lines glowed a bright yellow colour as the giant rubber ball shook widely.

SPARK! WHOOSH!

The rubber ball stopped shaking as the giant bolt of electricity travelled through the power lines.

ZAP! THWOOSH!

The energy bolt then flew past the giant deer statue on the roof before it smashed through the Sparksville entrance sign.

KA-CRASH! ZIP!

Wooden debris and rubble collapsed onto the desert ground as the yellow bolt of electricity landed on the ground.

Once the energy ball cleared a small alien appeared smirking happily in a mischevious look.

It was a yellow humanoid battery like a creature that was not very tall.

It had a black and yellow colour scheme with a plus symbol on its front and a minus symbol its black along with yellow lighting bold shaped marking on its a chest.

It stood a foot high and had pointy legs and three fingers on its hands.

The alien grinned laughing slightly before it zipped off again in an electoral bolt of light.

Several hours later...

"Zzzzz..." Stan snored heavily in the bed as Ben and Gwen slept nearby in the Sparksville motel room as Stan felt his bright blue eyes slowly reopen.

Yawning, Stan noticed the bright sunlight filter the motel room from outside the window as he slowly clambered out of the sidewards bed onto the floor.

Looking around, Stan noticed the desk drawer where his brown glasses were stored.

Moving over Stan placed the glasses over his head just as he heard Max talking outside, What happened out here?"

Shocked, Stan froze in alarm as Ben and Gwen ended up waking up once Max spoke.

"UGH!" Ben yelled as he fell out of his bed whilst Gwen panicked clutching her bed covers muttering in fear, "Oh man, we are so busted. He knows everything!"

"Um… Maybe we should come clean about it and inform Max about everything." Stan whimpered in shock agreeing with Gwen.

"Sometimes it's hard to believe that you guys are kids, never admit anything until you have to, got it?" Ben complained to the other two as he regained his footing.

"Benjamin, Gwendolyn, Stanley. Get out here." Max shouted inside the motel room before Stan panicked swearing, "Oh crap... crap..."

"Gwendolyn? We're doomed." Gwen stated sadly as she clambered out of the bed she was sleeping in.

Slowly moving forward, Stan placed his left hand on the motel door and opened the door.

Creak...

At the kids exited the motel room, they came across a shocking sight.

Sparksville was ruined with a massive wave of chaos and destruction left in the wake of the small town as the population of the town looked confused with a person trying to contact the emergency services with his phone.

Several buildings had been completely ruined with shattered doors and broken windows lining the town with debris and rubble of all kinds lying everywhere in the streets such as rocks and bricks.

Nearby street lamps had also collapsed onto the road sparking violently with a nearby fire hydrant leaking water onto the road with wrecked cars over the street.

To make matters worse, a large plume of thick black smoke had gathered above the town that blocked out the thin cloudless sky above.

"What in the... This place looks wrecked like Raccoon City from Resident Evil 2." Stan muttered in stunned shock as Ben murmured, "Whoa... What happened?"

"Who knows?" Gwen suggested as Max remarked, "I don't know. It looks like a tornado tore over here through the night."

"Good," Ben stated to Max happily who looked back confused.

Shocked, Stan and Gwen's eyes widened in alarm as Stan nudged Ben slightly whispering loudly, "EHEM!"

Realizing his mistake, Ben corrected his tone stating, "Oh I mean yeah, it was just one of those freaky nature things, right Gwen?"

Gwen nodded back with Ben as Stan explained quickly, "I mean you can get tornados in this climate after all."

Frowning, Max looked around pondering the situation as Earl arrived saying, "I think it's pretty clear who's responsible for these juvenile acts."

The kids all gulped in fear as Stan began shaking in fear as Max noticed the worried kids remarking, "Juvenile acts? Huh if I did not know any better that sounds like..."

"Oh, I'm not talking about these youngsters." Earl interrupted Max as the kids all spoke at once saying, "You're not?!"

Max then noticed the comment and frowned at the kids who just grinned sheepishly back in response.

"Well if they didn't do it, then who did?" Max questioned Earl.

ZIP! THWOOSH!

A lightning bolt shot past Max as the electrical alien appeared next to Stan giggling, "Giggle..."

Confused, Stan looked down and noticed the giggling energy alien before it shot off to Ben.

"What is that?!" Stan muttered in awe and wonder as he noticed the electrical alien hiding behind Ben's leg as Ben peered down and spotted it.

"PFFFFFTTTTT!" The alien grunted to Ben before it zipped over to Gwen's head blowing a raspberry on her head.

"Ugh..." Gwen groaned in annoyance before she remarked, "Can this summer get any weirder?"

The electrical-based alien giggled again before it zipped behind Gwen's back.

ZIP! WHOOSH!

The electrical-based alien dragged Gwen's shirt over her head before Gwen pulled it down her head again as the alien zipped back over to a nervous Stan.

"Man this thing loves to be childish," Ben observed as Stan looked around for the small alien.

Tap. Tap. Tap.

Turning around, Stan noticed nothing before the energy alien appeared in Stan's face giggling loudly.

"AAHH!" Stan yelled in shock as he stepped back shaking his head as the energy alien laughed and flew off again into the distance.

 _"A Nosedeenian? But how?"_ Max realized in shock recognising the individual species as Stan asked, "I'll say it again, what is it?!"

No longer thinking, Max looked at Stan before Earl shocking remarked, "Megawhatt."

Silence engulfed the group before Ben asked, "Mega what?"

"Exactly. Normally wrapped up tight inside of It. That is until last night." Earl explained to the group.

Stan froze as he realized his actions were responsible for the disaster as Ben and Gwen became sad as well.

"Some say it might be a ball of lighting come alive, others think it might a ball of static energy run amok. Tough to say." Earl rambled on with interest.

"Maybe it's an alien species," Gwen suggested to Earl who shrugged and replied, "Alien? That's just plain cookie talk."

ZIP! THWOOSH! SPARK!

"HAHAHAAHAHA!" The Megawhatt laughed as the alien flew into a nearby Pepsi Coke machine.

SHAKE! SPARK! RUMBLE!

The Pepsi machine began shaking heavily with yellow bolts of static electricity shaking off the machine onto the ground and nearby area.

"What's it doing?" Ben asked in confusion as Earl surprisingly explained, "It eats electricity, the more it gobbles, the more powerful it gets."

"So basically, it drains energy for food." Stan concluded in simplistic terms before Gwen shouted, "Look out!"

Turing his head, Stan noticed the Pepsi machine stopped shaking before...

THWOOSH! KA-THUNK!

A soda can then fired from the bottom of the machine like a missile as Stan narrowly ducked his head dodging the projectile.

"HAAHAHAH! The Megawhatt laughed before more cans of Pepsi continued firing out like missiles.

THUNK! WHOOSH! CRACK! WUNK! THWOOSH!

Quickly moving, the group began ducking and dodging the various cans of Pepsi as the cans forcefully collided with the ground striking the nearby wooden wall.

"It's also got a dangerous sense of humour." Earl casually stated before Max shouted out, "To the nearby car! Move it now!"

The group of five then sprinted to an overturned car before they all crouched down hiding behind the overturned car.

SMASH! CRASH! WHOOSH! RUMBLE!

The various cans shattered the glass windows the car and dented the nearby wall of the motel with brickwork and rubble collapsing onto the desert floor.

"So how did that thing even get here in the first place?" Stan remarked under the fire as Gwen pondered, "It must have crash-landed here a long time ago or recently."

"Never mind that, the important thing is that you willingly left that thing inside a rubber band ball this whole time. Is that not kind of dangerous?" Max asked Earl.

"Not so long as people minded the signs," Earl remarked boringly as Stan sighed muttering under his breath, "Ah nuts, that is why the signs were there, to begin with..."

Annoyed, both Max and Earl stared at the kids before Ben finally cracked shouting, "Alright fine! We did it, we're guilty."

"So much for admitting nothing." Gwen mused under her breath as Stan stated back, "Hey, whose idea was it in the first place?!"

"We're going to talk about this later you three." Max stated in disappointment to the kids before asking Earl, "But for now, how do we stop this Megawhatt, Mr Mayor?"

THUNK! ZIP! SPARK!

The last can from the Pepsi machine stopped firing as Earl remarked, "What do you mean we? You let it out, you catch it."

As the group stood up, Earl walked over to a nearby wooden bench as Stan frowned muttering, "Oh I am so ready to stop that Megawhatt and fix another mess I have made."

A few mins later…

The group was now walking the empty town of Sparksville looking for the Megawhatt as Stan asked Gwen, "So Gwen, you think this Megawhatt has been here for a long time?"

"Absolutely, why else would this town be called Sparksville, to begin with?" Gwen questioned as Stan suggested, "Right, I mean when did they find it though?

"Um, no offence or anything but can we please not get distracted?" Ben stated interrupting the two.

Stan nodded back as Gwen suggested an intriguing idea, "Should we try to lure it out with some batteries?"

"I don't think that would work Gwen. Good suggestion though." Max praised Gwen as the group continued looking around for the Megawhatt.

The Megawhatt giggled as the alien dangled on a broken lamp post before the alien smiled and charged down towards Max.

WHOOSH! ZAP! THWACK!

"ARGH!" Max shouted in pain as the Megawhatt grabbed hold of Max and hanged him being the victim of a painful wedgie.

Enraged, Stan glared at the Megawhatt as Ben and Gwen watched on in shock with Max muttering, "Oh, that's not funny, that's just painful."

"Okay! I won't allow some stupid light bulb to cause any more chaos! Hey Megawhatt!" Stan shouted out loudly to the alien.

Surprised, The Megawhatt noticed Stan before the alien dropped Max on the desert ground.

Whump!

"Ooof!" Max grunted in pain as Ben and Gwen quickly ran over and supported him upwards.

"Stan, get out of there!" Ben shouted out loudly as Stan yelled back saying, "No, listen to me! You guys stand back! I'll go Diamondhead and slice him into itty bitty pieces…"

Standing upwards, Max gritted his teeth explaining to Ben and Gwen, "Kids, he's right we should move back."

Ben sighed reluctantly as Gwen praised Stan shouting out, "Good luck! And please be careful…"

Smiling, Stan nodded to the Tennyson trio as Ben and Gwen assisted Max in walking off as Stan stared at the Megawatt.

"Let me show you something, you may like..." Stan muttered cockily as he activated the Omnitrix on his right arm.

BEEP!

The Megawatt watched on with curiosity as Stan scrolled through the silhouettes before he tapped down the exposed core.

FLASH!

A massive bright green light covered Stan as the Megawhatt rose its arms to protect its yellow eyes.

The watch shrank down in his wrist as green diamond began to grow and cover over his body starting with his arm and lower area before covering his torso, his other arm and finally his face.

As the diamond-covered his face, his eyes reopened to reveal bright golden eyes.

As he grew in size four spike-like diamonds grew out from his back, the lower pair smaller than the upper pair as the clothes he was wearing morphed into a bodysuit of his shirt colours, brown on one side and white on the other.

Finally, the Omnitrix symbol appeared forming on his upper-lower bicep as the transformation finished, Diamondhead glaring cockily at the camera.

As the green light faded, the Megawhatt noticed Diamondhead emerge from the green light as the Petrosapien cracked his knuckles saying, "Ever have a lesson in ass-kicking 101?"

Surprised, the Megawhatt laughed loudly before the electrically-based alien flew off.

ZAP! WHOOSH!

Diamondhead watched the Megawhatt fly towards a large ketchup bottle on the roof of a hot dog restaurant.

Smirking, the Petrosapien morphed his hands into diamond shards and began firing diamond shards at the Megawhatt.

RAT-TAT-TAT! CRACK! SMASH!

Various diamond shards impacted the local dinner shattering the wall and the windows.

CRACK! SMASH!

The windows and wall of the restaurant cracked and shattered as more diamond shards smashed onto the ketchup bottle.

WHACK!

The diamond shards dented the ketchup bottle slightly before the Megawhatt flew inside giggling.

ZIP! WHOOSH!

The lid of the giant bottle then imploded inwards and flew off into the air as Diamondhead continued firing diamond shards below.

THWOOSH! SLICE!

The lid of the giant bottle then sliced into the head of a giant chicken figure located on a building.

WHOOSH! CRASH!

The giant bottle lid then slid onto the roadside before the head of the chicken slowly creaked and plunged into the ground.

KA-CRASH! BLAM!

A tourist narrowly managed to scramble away from the massive chicken head as Diamondhead gritted his teeth noticing the carnage.

On top of the ketchup bottle, the Megawhatt landed on it before laughing happily, "HAHAHAHAHAA!"

Squelch!

The sauce inside the bottle slowly leaked from it and splatted onto the roof before leaking on the building.

"Okay, time for plan B," Diamondhead muttered in annoyance as he began firing more diamond shards.

RATATAT! CRACK! THWOOSH! SMASH!

More diamond shards landed on several dozen objects before some shards ended up being fired towards the Sparksville motel sign.

SMASH! SPARK!

The shards ended up embedded in the motel sign whilst a car window ended up being destroyed next.

SMASH! HONK! HONK!

The car alarm then blared as several tourists and civilians scrambled for cover narrowly missing the diamond shards slicing that could slice them.

"Hey, idiot! Whose side are you on?!" Gwen shouted out to Diamondhead as the Petrosapien fired more diamond shards upwards not hearing Gwen yell.

RATATAT! WHOOSH! SPARK!

Shocked, Gwen noticed a nearby street lamp creaking heavily before the large structure groaned before toppling sidewards right near Gwen.

CRASH! SMASH!

The street lamp smashed into a medium-sized crater as Gwen managed to narrowly dodge the projectile as Gwen ran off away from the chaos.

Surprisingly, Earl was casually eating popcorn as if nothing was going wrong.

"Is it just me? Or is there a lot of excitement today?" Earl muttered calmy as someone else texted next to him on their phone.

"BLRRRPPP!" The Megawhatt teased Diamondhead blowing a raspberry at the Petrosapien as Diamondhead yelled, "Stay still, you blasted light bulb!"

RATATAT! THWOOSH! SMASH!

The Megawhatt continued to dodge and swerve the various diamond shards as the Megawhatt laughed swooping downwards to the crystal alien.

MORPH! WHOOSH!

Quickly thinking, Diamondhead morphed his shard hands into a pair of two diamond swords from his hands as Diamondhead attacked the Megawhatt as it zipped bye close.

THWOOSH! SLICE!

Zipping by, Diamondhead noticed the various sparks and bolts of yellow electricity sparking and glitching by.

Struggling to keep track of the Megawhatt, Diamondhead murmured feeling dizzy, "Ugh, It's so fast! Maybe XLR8 would have been a better choice…"

THWOOSH! WHOOSH! ZIP! ZAP!

The yellow streaks then flew and sliced into the street and as the Megawhatt laughed whilst backflipping into the air.

"HAHAHAHAAA!" The Megawhatt yelled as Diamondhead morphed his left hand into a pair of diamond shards whilst his right hand remained as the diamond sword.

MORPH! SKIRT! RATATAT!

Gritting his teeth, Diamondhead glared at the Megawhatt with the alien sweeping downwards.

KA-BLAM!

"ARGH!" The Megawhatt howled in pain as Diamondhead slammed the alien with his sword stunning it.

"HAHHH!" Diamondhead shouted as the Petrosapien charged back at the Megawhatt seeing his opportunity.

No longer stunned, the Megawhatt glared at Diamondhead before the energy creature fired a bolt of lighting back in revenge.

ZAP! BLAM!

Stunned by the blast of electricity, Diamondhead retraced his blades with his crystal hands returning to normal before he groaned holding his head in pain.

"BLUGGH!" The Megawhatt laughed before it froze in shock as Diamondhead leapt up into and grabbed hold of the Megawhatt before they both collided into the street.

CRASH! SKIRT! WHAM!

Skidding across the street, Diamondhead clutched onto the Megawhatt tightly as the energy alien managed to break free and flew off with smoke blurring the street.

As the smoke cleared up, Diamondhead slowly stood up tired and in pain muttering in disbelief, "How can I catch something this small and fast?"

At the same time...

The Tennyson trio watched a panting Diamondhead as Max pondered, "How are we going to ground that electric devil?"

"That's it! Grandpa, you're a genius!" Gwen praised Max happily as a brilliant idea came into her head.

"Oh well... um, thank you, Gwen. Why?" Max asked in confusion with Ben saying, "Same here."

Panting tiredly, Diamondhead struggled to grab the Megawhatt as the energy-based alien vanished again.

THWOOSH! ZAP!

Stopping in exhaustion, Diamondhead slowly looked around thinking, _"How am I going to stop the Megawhatt?! Oh, wait... Is that a sewer hatch?"_

Grinning, Diamondhead walked over to the sewer hatch stuck in the ground stating, "It's time to pull the plug on this alien's pranks.."

Creak... SNAP!

Diamondhead used his left arm to grab hold of the sewer hatch before yelling loudly, "Hey Sparky! Catch!"

WHOOSH!

Aiming at the Megawhatt, Diamondhead chucked the sewer hatch like a frisbee before it flew towards the Megawhatt.

SKACHUNK! CLANG!

The Megawhatt froze in shock as the sewer hatch slid on the pavement.

"AGHHHHH!" The Megawhatt yelled in pain as Diamondhead chuckled slightly declaring darkly, "Well, it's better to have one half then no half."

Diamondhead then chucked the man hatch like a frisbee as it flew towards the Megawhatt and sliced it in half.

WHIRR... ZAP!

The Megawhatt then started shaking before it began regenerating its broken body.

WHOOSH!

Diamondhead froze in shock as two new Megawhatt's formed instead of one as the Petrosapien muttered, "Oh, crap."

Looking at each other, The Megawhatt's observed each other before they both began laughing crazily, "HAHAHAHAHAAHAHAHAHAHAHA!"

As the Megawhatt's looked on in shock, they observed each other as they then both laughed crazily.

"Okay, so that was not my finest idea." Diamondhead mused in worry and shock realizing the situation had gotten worse.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Diamondhead's upper chest then began beeping red.

FLASH!

A large bright red light covered the Petrosapien as the crystal alien morphed back into Stan who gulped in fear one the red light died down.

Smirking, both Megawhatt's observed Stan before they both fired yellow beams of electricity at Stan.

TWHOOSH! BLAM!

"GAH!" Stan yelled out in panic as he ducked down to the ground narrowly missing the electrical blast.

BLAM!

Nearby windows exploded as rubble and debris continued raining down on Sparksville as Stan muttered in fear, "Ah nuts! Where is the Tennyson trio when you need them?!"

HONK! HONK!

Surprised, Stan noticed a large cargo truck driving over to him which had a giant thermometer strapped to the back of the vehicle with industrial cables.

SCREECH! WHOOSH!

The truck cabin door flew open as Ben shouted to Stan, "Get in!"

Smiling, Stan stood up from the ground as Ben helped him into the lorry truck as Ben closed the door before the truck speed off away from the Megawhatt's.

Inside the truck, Stan strapped himself in the vehicle with a seatbelt before he asked Max who was driving the truck, "So what's the plan?"

"It's cool." Ben spoke back to Stan as Max remarked, "Giving these sparklers a science lesson they won't forget."

SCREECH!

Stepping down on the accelerator, the truck speed up quickly as the Megawhatt's continued chasing the vehicle.

"They're getting closer!" Stan shouted out as he noticed the Megawhatt's flying closer in the mirror of the truck.

"Gwen now!" Max ordered Gwen who nodded back shouting, "Hey Megaweirds! Come and get it!"

FLICK!

Pulling down on a lever in the truck, Gwen smirked as everyone in the vehicle heard the back trailer of the lorry lifting.

SNAP!

The giant thermometer snapped off the industrial cable as it plunged off the truck.

THUD! SKIDD!

The giant thermometer skidded onto the road sparking violently as the Megawhatt's yelled in shock sliding towards the device.

KA-SLAM! WHOOSH!

The Megawhatt's were mashed into the industrial-scale thermometer being absorbed by the intense kinetic and physical forces generated by the collision.

"ARHHARGGHH!" The Megawhatt's yelled in pain before the yellow energy was diverted into the desert ground as the screams then faded.

SCREECH!

The truck then screeched to a halt as everyone in the truck stepped out watching the aftermath of the plan.

"Well, that was a successful plan." Stan complemented happily as Ben asked in confusion, "Wait, what exactly happened again?"

"We just used the biggest thermometer on the planet as a giant lightning rod. Who needs an alien superhero when you have good old-fashioned brainpower?" Gwen remarked in excitement and awe.

"Yeah, I think I should not have gone Diamondhead actually, the issue is I don't have any electrically-based aliens to use," Stan explained to everyone before Earl walked over exclaiming, "Of course the ground is one giant conductor."

Shocked everyone froze in confusion with Ben asking, "What does that mean?"

"Oh crap! It means that the Megawhatts are just zipping around under the ground until they find some way back to the surface." Gwen muttered in horror.

"And how many could there be now?!" Stan shouted out shocked.

Rumble... SPARK! GLITCH!

The ground below everyone began shaking and rumbling as various electrical devices around Sparksville began sparking and beeping chaotically.

RING! RING! RING!

And then one phone started ringing.

And then another.

And more.

"There in the underground phone lines!" Max shouted out in shock.

THWOOSH! ZAP! CRASH! BLAM!

The phones then exploded with smoke rising from the device's as a Megawhatt appeared.

And then dozens of Megwhatt's poured out of the electrical phones.

SMASH! CRASH! BLAM! ZAP! SPARK!

"HAHAHAAHAHAHAHAHAHAHAHAHAHAHAHAHHA!" The Megawhatt's laughed crazily as the swarm of electrical aliens used travelled through the power lines.

SPARK! CRASH! BLAM!

Travelling through Sparksville, the Megawatt's unleashed carnage throughout the town with car tires exploding along with the windows of buildings shattering with rubble and debris flying everywhere.

KA-BLAM! SPARK! GLITCH!

Electrical pylons then began zapping and blowing up with the electrical system of the town beginning to fail into chaos.

A few mins later...

A massive cloud of thick black smoke flew over the town with Sparksville left in ruins, the vast majority of the population of Sparksville along with the tourists had been evacuated to the town hall and were preparing to leave.

"Uh oh, now they did it." A waitress sadly muttered in dismay before a security officer remarked, "Yep, it's going to cost a fortune to rebuild this place."

BLAM! CRASH! SPARK!

Within in the crowd, Ben smirked to Gwen darkly as Gwen glared back muttering, "Ben Tennyson. Don't say a word."

"Hey, I'm just glad that for once, Me and Stan did not screw up this time," Ben explained back.

CRAKA-BOOM!

A nearby bank wall then exploded with glass and rubble collapsed onto the road with smoke flying off into the air.

WHOOSH! ZIP! ZAP!

One by one, each member of the Megawhatt horde slowly regrouped onto the roofs of the various buildings in Sparksville.

Grinning one by one each Megawhatt grinned before they opened their mouths and screeched loudly.

"SCREEEECCCCCCCHHHHH!" The Megawhatt's yelled out as a massive sound wave broke across the air that echoed throughout the town.

WHOOOSH!

Below the ground, everyone covered their ears over the large echoing sound with the sound waves reaching a large glass jar full of huge needles.

SHATTER! SMASH! WHOOSH!

The glass jar exploded as the sound waves vibrated across the town as Max noticed the glass shattering and yelled out, "Everyone move!"

"No need to tell me twice!" Stan shouted back before he ran off as the crowd dispersed.

WHOOSH! THWACK! SLICE! CRACK!

The various needles impacted the ground sticking to it before they stopped raining down on the ground.

Funnily enough, the mayor was still chewing on his popcorn acting as if the events with Megawhatt's was all normal to him.

"There goes the world's largest set of toothpicks, oh the humanity." Earl groaned on bored before he crunched some more popcorn.

"HAHAHAHAHAHAHA!" The Megawhatt hoard laughed loudly as the group vanished into the electrical energy again.

WHOOSH! ZAP! SPARK!

As the Megawhatt hoard vanished, Max calmly stated in the crowd, "Those creeps idea of good clean fun is going to have us all pushing up daisies."

At the same time...

BEEP!

Stan grunted in annoyance as he tried to reuse the Omnitrix with the alien device still charging up as it beeped negatively as he muttered, "Come on finish up recharging!"

"Don't just stand there, dial-up some help!" Gwen shouted out as Ben muttered back, "Duh, like he has not been trying."

Finally having enough of Ben and Gwen arguing, Stan snapped ranting, "Shut up! I'm trying to focus."

With Ben and Gwen silenced, Stan tried turning the red dial as the Omnitrix continued beeping.

BEEP! Rumble...

Confused, Stan turned up and noticed the sound of thunder in the distance when he spotted the Megawhatt hoard.

At least one hundred Megawhatts were standing below the remains of the toppled over giant deer figure.

On top of the figure, a single bigger Megawhatt was seen on top of the figure chanting loudly in a squeaky voice in the air as the Megawhatt raised his head and arms.

Back at the ground, the other Megawhatts copied what he was doing before they all vanished one by one into thin air.

THWOOSH! SPARK!

As the Megawhatt's vanished, the electrical energy slowly disappeared with Sparksville becoming silent and eerie.

Moving forward, Stan looked around confused before asking, Okay, where did they all go?"

"I don't know but I don't think it's good," Max replied before the ground began shaking again.

Rumble... Shake...

As the ground rumbled like an earthquake, Ben pointed over to the planetarium building yelling, "Look!"

And then the ground began to shake madly like an earthquake as Ben pointed over to one of the buildings.

CRAKA-BOOM!

The windows and part of the planetarium building collapsed onto the nearby road as something big and heavy lumbered out of it.

KA-THUD!

"Oh my god," Gwen spoke in shock and fear nearly speechless.

Unbelievably the Megawhatt hoard had managed to take over the Planetarium exhibit and reformed it into a giant humanoid robot-like creature.

Various planets models were now limbs and the giant model of Saturn was now the head of the robot with two eyes glaring from it as yellow electricity sparked rapidly.

THUD! SPARK! GLITCH! THUMP!

The giant robot slowly stomped out of the decaying ruins of Sparksville.

THUMP! THUMP! THUMP!

Rolling his eyes in annoyance, Max shouted out the kids saying, "Come on we'll head it off in the."

"Well, that's not good," Stan said in, agreeing with Max.

The Rust Bucket had been stripped with the tires discarded to the side with bricks replacing the wheels.

Bright vibrant green graffiti was also sprayed on the car saying, 'U AM LAME.'

Looking on in shock, Max muttered, "Oh my." as Ben added, "U AM LAME? That's weak."

"And don't even get me started on the grammar and spelling." Gwen murmured in criticism.

"Yeah, still this was an interesting move by them." Stan deduced in agreement before he noticed Earl walking over.

"I'll reckon they'll head to the big hydroelectric dam up north to power up. After that they'll just wipe out the next town and so on and so on. They think it's funny; yep Megawhatts got a twisted sense of humour." Earl explained to the group.

"If the dam implodes then who knows how many towns would be wiped out…" Max mused in shock and horror.

"Oh man, this is bad." Ben frowned pacing around the area.

Thinking to himself, Stan sighed before Gwen nudged him asking, "You thinking what I'm thinking?"

Looking upwards, the kids noticed the large fishbowl still strapped to the building as Stan grinned replying, "Yeah, beat those pranksters at their own game."

BEEP!

The Omnitrix then finished recharging as Stan looked at the green glowing device as Gwen smirked back.

"Hey, Max." Stan inquired Max who asked, "What is it?"

"We just figured out a plan," Gwen explained as Ben shrugged stating, "And will it work?"

"It will trust us." Stan calmly replied happily.

Ten mins later…

A few miles away from Sparksville, a large dam stood closed in the distance with the large complex lying silent.

WHACK! SLAM!

The giant planetarium robot slammed it's fist into the dam wall numerous times.

Splosh... LEAK!

The wall slowly started to crack and fall apart with the robot smirking in victory.

WHOOSH! BLAM!

A massive beam of flames and fired doused the planetarium robot in searing heat.

SPARK! GLITCH!

The giant planetarium robot glared upwards sparking angrily at it Heatblast standing on the very top of the dam structure.

"This is your only warning! Any more funny business or I'll fry your robotic circuits to ash." Heatblast shouted out to the giant planetarium robot.

Glaring, the giant planetarium robot raised it's fist and slammed the dam wall.

CRASH! THWACK! RUMBLE!

More water leaked out from the dam wall with the structure beginning to show signs of failure.

Up above, Heatblast grunted in surprise as the Pyronite ended up vertically running down the dam structure.

"Geronimo!" Heatblast shouted out happily before the Pyronite slid upwards and jumped into the air.

WHOOSH! BLAST!

Heatblast then used his momentum and energy to create a cloud of fire.

BLAM!

Incredibly, Heatblast was riding on the fire cloud as the Pyronite rode on it downwards.

HISS!

Heatblast then jumped off the fire cloud and landed on the ground gracefully as the fire cloud flew upwards before eroding into thin air.

"That was so awesome..." Heatblast giggled to himself happily.

Rumble... CRACK!

Turning around, Heatblast noticed the large dam cracking as the water in the hole poured out quicker.

"I'm a better seal up that hole fast," Heatblast muttered before he ran towards the hole.

BLAST! CRUNCH!

The dam wall was quickly sealed up as Heatblast focused his hands into firing heat beams.

THUNK! THUNK! THUNK!

Meanwhile, The giant planetarium robot slowly clambered over a grey wall.

Once above the wall, the giant planetarium robot noticed a series of thick energy pylons connected to the power plant.

BLAST! BLAM!

The giant planetarium robot was blasted by a large plume of flame energy as Heatblast laughed above.

WHOOSH!

The Pyronite had formed another fire cloud as Heatblast zoomed by the giant planetarium robot.

THWACK! ZIP!

The giant planetarium robot attempted to swipe Heatblast only for the Pyronite to accidentally crash into the side of the wall.

CRASH!

Landing on the floor, Heatblast grunted before he kneeled upwards thinking, _"Now for phase two of the plan."_

THUNK! THUNK! THUNK!

Turning his head, Heatblast grinned as the giant planetarium robot prepared to crush him.

BLAST!

Another blast of flame blinded the giant planetarium robot as Heatblast ran off laughing slightly.

Annoyed at being tricked, the giant planetarium robot stomped forward when...

SQUIRT!

A large blast of blue water from a hose soaked the giant planetarium robot with the electricity sparking off it violently.

SPARK! GLITCH!

Turning around, the giant planetarium robot noticed Ben and Gwen holding a large red hose.

"Want to see something funny?" Gwen began as Ben finished, "You guys are all wet."

FLICK! SPLOSH!

Activating the hose, Ben smirked as Gwen aimed the hose at the giant planetarium robot with the water blasting and soaking the robot.

Laughing happily, Ben and Gwen then ran off narrowly missing a punch the giant planetarium robot slammed onto the rocky ground with the hose being ripped apart.

THWACK!

"What's the matter? Can't take a joke?" Heatblast smirked from behind the giant planetarium robot.

Turning around, Heatblast grunted as the Pyronite had formed a significant fireball above his head before he hurled the projectile towards the giant planetarium robot.

KA-BOOM!

The force of the heat and strength of the fireball ripped the giant planetarium robot apart as the giant machine capsized onto the ground.

KA-CRASH!

The force of the impact sent the machine tumbling onto the ground in pieces with a thick black smoke obscuring the remnants of the robot.

As the smoke cleared dozens of Meagwhatt's glared at Heatblast as the Pyronite smirked remarking, "You stupid batteries got burnt out there. In fact, why don't you quit when you're behind?"

Enraged, the horde of Megawhatt's formed together like a group of angry bees swarming towards Heatblast.

Grinning, Heatblast threw a pile of smoke onto the ground with his hands as the Pyrite vanished.

THWOOSH! ZIP!

Confused, the horde of Megawhatt's analyzed the area as Heatblast shouted out, "Yo! Missed me, dumbasses."

Grinning, Heatblast sarcastically raised his finger with a 'flip the bird' gesture as the Pyronite stood next to a large glass bowl covered by a thick cloth drape.

Finally snapping, the horde of Megawhatt's swarmed towards Heatblast filled with rage and anger with aliens shaking and sparking violently.

THWOOSH! ZAP! SPARK! GLITCH!

Calmly smirking, Heatblast slowly walked under the drape as the Megawhatt's swarmed towards the bowl.

SHAKE! GLITCH! ZAP!

The electrical currents sparked violently as the Tennyson trio emerged from behind the fishbowl with Max happily stating, "Stan did it! They took the bait."

Moving closer, Max pulled off the drape.

WHUMP!

Inside the large glass bowl, dozens of Meagwhatt's were trapped inside with the aliens attempting to break out hissing and growling.

BLAST! WHOOSH!

Standing near the Tennyson trio, Heatblast fired one last blast of an extremely hot heat blast from his hands and mouth as the blast landed on the top of the glass bowl.

THWOOSH! HEAT!

The force of the heat and glass caused the top of the bowl to be sealed shut with the flames solidifying over the top making it a glass substance.

Inside the glass bowl, the leader Meagwhatt pounded on the glass annoyed as Heatblast moved closer to it saying, "Thanks to the laws of physics, I win."

Smirking, Heatblast leant against the glass bowl noticing Max walking over with Ben and Gwen.

"Nice touch using the fishbowl. With non-conductive glass sealed uptight. Sparky and his friends won't be going anywhere." Max explained happily.

"Once again, science saves the day," Gwen exclaimed happily as Ben also declared, "With a little help from science fiction."

"Well, I would say that both are just as good to use. Now we just need to figure out how to get this thing back to Sparksville." Heatblast pondered.

Several hours later...

CLANG!

A construction worker sighed as he finished hammering a wooden plank into the wall before he moved to the side grabbing another wooden plank.

Sparksville was rebuilding.

The damaged town was filled with numerous construction employees and emergency personnel.

Various construction workers were slowly rebuilding the town by clearing up all the remaining damage, rubble and debris with repairs occurring on several buildings.

The emergency services were also extremely busy with police officers helping to restore order and direct the construction workers whilst the firemen were inspecting damaged buildings and putting out several small raging fires around the town.

Lastly, the medical workers were tending to the injured population of the town and the tourists as people helped the medical workers.

At the same time, Stan and The Tennyson trio were located near the centre of the town with the large glass bowl covered by the drape.

"You folks did right by us. I wanted to thank you all for preventing Sparksville from collapsing." Earl happily thanked the group.

"Hey no problem, this isn't the first time something like this has happened to me and the others." Stan casually responded.

"Well, then I just hope that this adventure was not a big setback for Sparksville," Max stated placing his hands on Ben and Gwen's shoulders.

Earl shrugged and replied, "Well more like a giant step forward, what with our new attraction we'll be soon raking them in."

Stepping back, Earl grabbed hold of the drape before he pulled the cloth down.

Whumf!

The glass bowl had been remade into a giant light bulb with the trapped Megawhatt's providing a power source for the big bulb.

"Biggest light bulb, It'll be a humdinger so long as folks mind the signs," Earl stated as he leaned close to Stan's face.

"Okay… lesson learnt, pay attention to the signs." Stan spoke back to Earl who nodded back and walked off away revealing a new simple sign.

"In case of emergency, do not break the glass," Ben spoke out as Stan smiled saying, "Ah well, all's well that ends well."

Walking back to the Rust Bucket, Ben and Stan continued talking to each other as Gwen and Max whispered behind their backs.

"I think I'm pranked out for a while." Ben declared as Stan added, "Yeah, no more stupid jokes and gags."

"There are a time and a place for a practical joke." Max agreed as Stan walked to the Rust Bucket door with Ben preparing to open the side door of the vehicle.

"Max I agree with you, besides I just need some good…" Stan started before...

KA-BLOOSH!

A bucket of water crash-landed on Ben's head with the water splashing onto both Ben and Stan soaking them.

"HAHAHAHAHAHAHAHAHAHAHA!" Max and Gwen laughed out loudly as Ben and Stan fumed in rage.

As soon as Stan had opened the door a bucket of water landed on Ben's head and soaked both boys as Max and Gwen began to laugh as Ben and Stan fumed.

"But funny is funny especially when it's not on you two," Max stated struggling to hold in his laughter.

Enraged by the jokes that he had suffered and caused through the day, Stan finally snapped muttering darkly, "You know what? I have had enough."

SLAM!

Stan slammed the Rust Bucket door in rage as Ben sighed in embarrassment as Max and Gwen continued to laugh happily.

Thirty mins later...

With the Rust Bucket having long left Sparksville, the renovation progress for Sparksville continued at a rapid pace as Earl watched the construction occur before he turned his head and noticed a large convoy heading to the centre off Sparksville.

SCREECH!

The main black car arrived in the front with a few trucks and more cars arriving on the scene as Earl watched on surprised.

Whoosh!

The car door then opened as Phile Coulson exited the vehicle along with a few other Shield agents carrying pistols and cameras as Earl inquired, "And who may you fine folks be and what brings you to Sparksville?"

"My name is Phil Coulson, we're here to assist with the cleanup and recovery effort with 'Damage Control.'" Phil introduced himself as the Damage Control employees began exiting the large van with Shield Agents taking pictures of the Sparksville damage.

Smiling, Earl nodded replying, "We all appreciate the help here. Stay as long as you like and be sure to mind the signs."

Phil frowned in confusion before he smiled and walked away from Earl who began talking with the leader of the Damage Control clean up crew.

Once Phil was away from Earl, he activated his earpiece.

BEEP!

"Director, we've arrived at Sparksville and we are ready to begin our investigation into the continuing sightings of Extra-Terrestrial beings across recent states starting with the recent incident in Sparksville," Phil informed Fury on the earpiece.

"Good, the last time we saw something like this was with Miss Danvers and we all know how that turned out. You are clear to begin." Fury informed Phil who smiled stating, "Understood Director Fury. Coulson out."

BEEP!

Phil then stopped talking on the radio before he looked around the damaged town and the giant light bulb with the Megawhatt's in muttering, "The world is slowly changing. But by how much?"

 **Authors note: So, what did you think of this newest revised chapter of Stan 10?**

 **I am currently working on improving the Kevin 11 chapter which is one of my favourite Ben 10 episodes because it is really enjoyable.**

 **See you next time and thanks for reading.**


	7. Chapter 7: Kevin 11

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Authors note: Here it is. The newest revised chapter of the story which introduces a new major threat, you've all been waiting for.**

 **Kevin 11... I had a lot of fun writing and improving this chapter and establishing the character of Kevin on how he is a major threat, unlike anything Stan has encountered before.**

 **Anyway, I hope you enjoy reading this newest chapter. :)**

 **Update:** **Toned down Kevin 11's dialogue significantly due to a reviewer request.**

Italics: _Thinking._

Previously on Stan 10: Stan Hopkins and the Tennyson trio have nearly reached New York.

Before they could get there, however, they visited the tourist town of Sparksville which was home to a variety of large and huge objects such as the world's largest fishbowl and more.

Due to an accidental mishap involving a large rubber band, the group had to fight a new alien species known as Megawhatt's.

Unlike the Limax before, the Megawhatts were very childish and prankster like causing chaos for the town until the group stepped in and halted them.

Now finally arriving at New York, Stan will encounter a new personal rival for the first time...

Chapter 7: 'Kevin 11.'

The Rust Bucket was driving down the I-90 Interstate that proceeded to New York with various cars and other numerous vehicles passed by on each highway on either side of the road as the Rust Bucket drove closer to New York every passing minute.

Inside the Rust Bucket, Max, as usual, was driving the heavy RV whilst he talked to Gwen in the front seat about where they were staying in New York. In the side booth, Stan and Ben were sat on either side with several cards laid out on the table.

"Okay, I draw first," Ben stated as he grabbed hold of a knight card from the table.

"My turn." Stan smiled as he grabbed hold of a card from the pile before remarking, "Your turn Ben."

Nodding back, Ben nervously watched Stan taking sorting out his pile as he muttered, "Um... Okay..."

"Dude, It's just a game," Stan replied as he continued to flip through his cards before Ben stated back, "I know, I just want to win this..."

"And checkmate! I win." Stan happily declared as he placed down a king card on the table.

"What? Oh man." Ben groaned in annoyance as Stan began gathering all the cards on the table.

"Oh come now, Ben, there's nothing more fun like a good game of Go fish," Stan said to Ben as he placed the cards into a nearby drawer before he noticed Gwen walking over.

"We'll be in New York soon. Oh, I can't wait! The shopping, the library..." Gwen said in her excitement as her face lit up in happiness.

"Man, there is so much stuff to do in New York! The arcades, the beach you name it..." Ben praised in excitement agreeing with Gwen.

"Yeah same here! New York also has a lifetime of history and various locations I can't wait to visit such as The Empire State building or The Statue of Liberty!" Stan shouted even louder than Ben and Gwen before he giggled in happiness.

"Alright kids, settle down. Our first order of business is to book in the Ritz hotel that is near Central Park. Once we get booked in, we'll go out and explore the city." Max called out from the front of the vehicle.

"HOORAY! YIPPEE! YESS!" The kids all cheered loudly from the middle of the Rust Bucket as Max smiled back.

Turning around, Max noticed a 'Welcome to New York' sign as the Rust Bucket drove past it.

Peeking out the side window, Stan noticed New York appearing on the horizon thinking, _"This could be the best part of the trip so far! Heh, it reminds me of that song from SpongeBob."_

Smiling happily, Stan moved away from the window as the Rust Bucket drove onwards to New York.

Thirty mins later...

It was a glorious day in New York City as the sun shined brightly in the massive sprawling urban city of eastern America.

In Central Park, the Rust Bucket was parked outside the sprawling park as the group walked inside the Ritz Hotel.

The double doors then opened up before Max walked up ahead over to the booking desk whilst Stan looked around the lobby in awe.

The hotel lobby was modern and luxurious with various civilians and fancy guests walking around the posh lobby as everyone arrived at the booking desk.

As Max booked a hotel room, Gwen began reading a tourist guide about New York City whilst Ben looked around the lobby bored as Stan texted on his phone.

"Wow! This place has everything. Indoor pool, full day spa..." Gwen stated in intrigue as Stan finished texting on his phone and looked at Gwen's brochure from the side.

"Yawn..." Ben gave out in boredom as Max spoke to the kids saying, "Now don't get used to it; it's only for one night."

Sighing, Ben looked around before he gasped slightly in shock noticing a sealed-off arcade.

Concerned, Stan noticed Ben walking off to the sealed-off arcade as Stan quickly walked after him.

Outside the arcade, a large bald security guard prevented people from getting into the arcade as he noticed Ben and Stan walking to him.

"Hey! Don't run like that Ben! This is a public hotel for crying out loud!" Stan shouted out to Ben who smiled ranting, "Oh boy! The new Sumo Slammer video game is in there!"

The security guard then stopped Ben and Stan from entering the arcade stating in a thick deep voice, "Pass?"

"Um, I must have left it inside," Ben suggested to the security guard.

"Ben, I don't think this is such a good idea..." Stan murmured to him as Ben ignored him stating to the guard, "I'm one of the game pros that are testing this out the system."

"VIP's only." The security guard said before he turned around and dismissed the kids.

Sighing in annoyance, Ben turned around and began walking away from the arcade as Stan facepalmed in disbelief before he removed the hand from his face and followed Ben.

"Ben, we'll find another arcade later okay?" Stan suggested to Ben who muttered back depressed, "Okay, it just sucks, you know?"

As Ben and Stan arrived back at the booking desk, Max turned around noticing the boys come back before he questioned them asking, "Boys, what were you up to?"

"Ben wanted to get into the arcade, but he couldn't." Stan fully explained to Max.

Frowning slightly, Max asked Ben politely, "Look, I don't want you to go sneaking in there okay?"

"Sorry, Grandpa I won't." Ben apologised in response as Max smiled replying, "Good, now then come on. Let's unpack in our room."

Nodding, Ben and Stan began walking behind Gwen and Max to the elevator as Stan bluntly said to Ben, "Ben, I told you back in Sparksville, no more dumb ideas."

"Oh please, Stan. We all know that something dumb will happen anyway." Ben sarcastically replied in annoyance.

"I mean it. If you have sneaked into the arcade, we would have been kicked out of the hotel!" Stan muttered in slight anger towards Ben.

"So?! Besides we already got into trouble with Grandpa before!" Ben shouted out back to Stan.

"Look I don't want the visit to New York to get ruined by some stupid catastrophic event we caused okay?!" Stan ranted in annoyance towards Ben as the group entered the elevator.

Inside the elevator, Max and Gwen frowned at the arguing boys before Max intervened declaring, "Alright, that's enough arguing. We came here to enjoy ourselves not bicker over the smallest of arguments."

"Yeah, so the pair of you grow up. You're both not toddlers." Gwen complained to them as Stan and Ben glared at each other in response before they both looked away.

Stan and Ben then glared at each other slightly before the lift activated and played boring music whilst Stan leaned against the wall.

 _"Man, I can't believe Ben can be so selfish at times, I swear he only seems to think about himself in places like this when he sees those cards."_ Stan quietly thought to himself.

Ding!

Shaking his head, Stan noticed that the elevator had stopped at the group exited the elevator and walked down the corridor to the hotel room.

Walking down the corridor, Max then informed the kids, "Look, once we get settled in and unpacked, your kids can go out and explore the area as long as you stay together okay?"

The kids all nodded together before the group arrived at the door to the room as Max opened the wooden door.

Creak...

A large and modern hotel room was revealed.

Thick and bright colourful yellow walls covered the interior of the room. A large flat-screen Tv was hooked up to a nearby wall along with other amenities including four beds that each person could sleep on along with two wardrobes and a bathroom connected to the main room.

Outside a balcony overlooking the nearby street below with several other nearby buildings present that could be visible.

"This room looks very nice I have to admit that." Ben admitted in surprise as Gwen added on, "And modern and relaxable as well."

"See this Ben? If we had gotten kicked out we would not have this luxury." Stan then bluntly stated to Ben who fired back, "Would you quit it already?!"

"Alright, calm it!" Max shouted out slowly becoming annoyed with Ben and Stan's arguing before he sighed muttering, "Let's just unpack and relax for a bit."

Gwen nodded and began unpacking her bag as Stan glared at Ben slightly who stuck his tongue back at Stan in response.

Several mins later...

Flush! Creak...

Yawning, Stan walked out of the bathroom as he slowly moved to the balcony only for him to notice Ben.

Glaring at each other, Ben then taunted Stan saying, "Dork."

"Doofus." Stan bluntly responded as the two boys huffed before they walked off in separate directions.

Stunned, Max and Gwen watched Stan and Ben walked off before Gwen muttered to herself, "It's odd to see those fight."

"I know but we can only do so much for them. I'll be in the main room, I think me and Stan need to have a conservation." Max stated before he walked away from Gwen.

Creak...

Opening the balcony door, Max noticed Stan gloomily leaning against the outside wall before he inquired, "Stan, you out here?"

Looking up, Stan noticed Max and spoke back saying, "Oh hey Max."

"Everything alright kiddo?" Max questioned Stan who shrugged stating back, "Not really…"

"Well, go ahead and fill me in then," Max said to Stan as he slowly kneeled and looked at Stan gently in his face.

"I've just had to deal with a lot of crap over these past few weeks with this watch. It's like a magnet for the crazy." Stan explained as he used his right arm to showcase the Omnitrix clamped tightly on his arm.

Rubbing his head, Max stated kindly, "You have a good point. Besides, in my opinion, it's not how many times you use it. It's how you use it."

"Yeah, I mean as much as I like using the watch and going hero, I just sometimes wish I could have a normal life again," Stan responded sadly.

"Why would you say that?" Max asked Stan who slowly spoke, "I mean ever since I got this watch me and Ben have been butting heads and causing trouble for you and Gwen."

"Well, maybe you were meant to find the watch in the first place." Max shockingly suggested with the sentence surprising, Stan.

"Me?! I don't know... Maybe you or Gwen..." Stan began as Max interrupted suggesting, "We can talk about this later. In the meantime, I think you and Ben should try and make amends."

Sighing, Stan remarked in annoyance, "Alright... I'll try to make amends with Ben."

Smiling, Max praised Stan complementing, "Good thinking and now then..."

The balcony door then opened as Gwen ran onto the balcony before shouting out, "Ben just walked out of the room!"

"What?!" Max cried out in shock and worry before Stan muttered, "Oh Ben..."

"Do you know where he went, Gwen?" Max inquired Gwen who replied, "He said he was looking for an arcade to play in near the hotel."

"He must be trying to find that sumo slammer arcade game," Stan suggested offering his idea.

"Hmm. Tell you what, I'll stay here and keep an eye on the room. Stan, I need you and Gwen to find Ben. Understand?" Max asked the kids.

"Understood." Stan stated nodding to Max as Gwen added on, "Got it, Grandpa."

Nodding, Max placed his hand in his pocket before he handed Gwen a hotel key card stating to them gently, "Just be careful out there."

Smiling back, Stan and Gwen then exited the hotel room beginning their search to find Ben in New York.

A few mins later...

HONK! BEEP! SCREECH!

Outside the hotel, Hundreds of people walked into a massive crowd continuing their usual and daily routine with vehicles honking loudly as well in the thick city atmosphere.

Within the crowd, Stan and Gwen stayed together as Stan remarked, "We need to find Ben asap."

"Ugh, what is up with him anyway? He seems, even more, moodier than usual," Gwen muttered in disbelief.

"He's mad because I would not use Ghostfreak to sneak him into the arcade back at the hotel," Stan explained to Gwen.

"Well, good thing you prevented that from happening." Gwen acknowledged Stan who finished by saying, "I know I need to be more careful and..."

Turning around, the two kids noticed a large building with thick bold red writing on the front stating, 'Total Zone'.

"I think we just found out where Ben is." Stan informed Gwen who sighed muttering, "Urgh... Next summer, I'm going to sleep away camp."

Inside the arcade...

Dozens of kids and teenagers were playing on various arcade games such as Street Fighter and Jurassic Park: Extinction as Stan and Gwen walked through the arcade looking for Ben.

"Think we should split up?" Gwen inquired to Stan.

"That's a good idea, I'll check the east side." Stan suggested to Gwen who replied saying, "I will handle the west side."

Splitting up, Gwen and Stan walked off in separate directions as Stan continued searching for Ben.

"Now where could he be?" Stan asked in confusion as he looked among the various arcade games before he heard Ben shouting out, "Game over? I just started!"

Turning around, Ben noticed Stan near a sports game as he complained loudly, "Hey! This thing ate my tokens."

"Read the signs kid. It says play at your own risk." An arcade employee replied walking past Ben.

Huffing, Ben turned around only for him to accidentally bump into Stan.

Whumf!

Surprised, Ben asked, "Stan? What are you doing here?!"

"Me, Gwen and Max are worried about you. We've been looking for you." Stan explained to Ben.

"So? I can look after myself." Ben dismissed as Stan sighed saying, "Ben. I just want to talk okay?"

"Look, I am not in a good mood right now, besides this place is a total rip off!" Ben shouted out annoyed.

"You're right. The games stink." Someone stated agreeing with Ben.

Surprised the boys turned around and a saw new boy leaning against an arcade machine smirking.

He was taller than both Ben and Stan, but he was noticeably scrawny and thin as he had thin long shoulder-length black hair.

He had white pale skin and dark brown eyes that seemed to have odd black-discoloured marks on them.

He was wearing a torn black t-shirt along with him having black studded armbands on both arms.

Next, he had brown cargo shorts and large thick black boots.

He also wore a padlock necklace around his neck.

Meet, Kevin 'Ethan' Levin.

Smirking, Ben waved his arm over his face joking, "Yeah, well not as bad as that guy's breath. Major case of sewer mouth."

Kevin smiled darkly before he chuckled slightly as Stan remarked, "Well, that previous employee was rather hot-tempered…"

"Hey, you two are funny. Here I both owe you one." Kevin called out to Ben and Stan before he placed his left hand on a nearby arcade machine.

Grunting slightly, Kevin gritted his teeth and closed his eyes as Stan and Ben watched on with curiosity.

Whirr...

Odd blue electrical energy slowly formed from Kevin's hand before the energy leapt onto the arcade machine.

ZAP! SPARK!

The arcade machine shaking slightly as dozens of gold arcade tokens flew out from the bottom of the machine.

WHOOSH!

A huge pile of golden arcade tokens piled up on the floor as Ben gasped as he slowly moved forward to the pile whilst Stan's eyes widened in disbelief and shock as Gwen then found Ben and Stan walking behind them.

"Whoa! How did you do that?!" Ben asked Kevin who smirked back cockily and leaned back against the arcade machine.

Jingle...

Kneeling Ben grabbed some of the gold tokens from the pile with his hands as Stan looked at the Token machine cleary checking if it was rigged or hacked.

"I've got some good skills." Kevin triumphantly boasted to the group.

"No, it does not make any sense... How?" Stan murmured in confusion as Kevin turned his head saying to him, "How, what specks?"

"Last time I checked humans could not produce electricity," Stan responded bluntly back to Kevin as the tension-filled the air between the two.

"So? I'm special." Kevin said darkly to Stan.

Shivering, Stan became slightly nervous as both he and Kevin frowned at each other before Gwen stated to Ben, "We can't take those, they're not ours."

No longer frowning at each other, Stan noticed Gwen glaring at Ben who continued to look at the pile of gold tokens as Ben remarked, "They are now."

Wanting to change the subject, Stan calmly spoke, "Well at least I and Gwen found you, Ben."

Nodding back, Ben slowly stood upwards clutching a medium-sized pile of tokens before he thanked Kevin for introducing himself, "Thanks, I'm Ben."

Somewhat reluctantly, Stan introduced himself as well greeting Kevin by saying, "Hey, nice to meet you. I'm Stan and this is Ben's cousin Gwen."

Gwen rolled her eyes in boredom as Kevin smiled slightly greeting himself casually, "Name's Kevin."

"Want to play some air hockey with us?" Ben asked Kevin who was ready to reply before he froze in shock.

Several older and taller boys walked past the back off some arcade machines as a thug glared at Kevin.

"Nah, I've got to bail see you around," Kevin said to the group before he walked off as the thugs walked after him.

"He's total trouble you two," Gwen stated to Ben and Stan before she was pushed aside by a thug.

"He seemed okay to me," Ben suggested before he was shoved to the side.

"I don't know what to make..." Stan finished before he was forcefully shoved aside by two thugs.

SHOVE!

Quickly moving, Gwen helped Stan stand upright as he groaned feeling groggy as the thugs moved forward.

Turning around Kevin noticed the thugs getting closer as he swore slightly muttering, "Damn it."

"Well, long time no see the freak." A thug stated cornering Kevin as another thug taunted, "Yeah, where are you going? Home to recharge your batteries?"

Walking backwards, two thugs then appeared from behind Kevin as the thugs restrained him.

WHOOSH! SHOVE!

Struggling to break free, Kevin gritted his teeth as the thug leader walked forward to Kevin greeting him, "Kevin."

"The hell do you pricks want?" Kevin glared struggling to break free.

Smirking darkly, the thug leader moved over to Kevin stating bluntly, "You don't know? Well, let's just call this good old fashioned revenge."

The thug leader then raised his fist and smacked Kevin's face.

WHACK!

"URGH!" Kevin spluttered out as blood leaked out from his cut lip before the thug leader moved his fist back with the other thugs laughing nearby.

"Is that the best you got?" Kevin muttered in pain as the thug leader responded, "I'm just getting started."

PEW!

An empty can of coke rocketed and impacted the thug leader on his back.

Turning around, the thug leader glared at Stan and Ben whilst Gwen was standing back watching.

"Need any help?" Ben shouted out to Kevin as the thug leader smirked before teasing, "Ah look at the whittle baby boys. How can you help?"

Enraged, Ben charged towards the thug leader in anger as Stan yelled in shock, "Ben doesn't!"

THWACK!

"URGH!" Ben shouted out as he was sent spiralling onto the floor by another thug who laughed darkly.

Shaking in anger, Stan gritted his teeth as Gwen quickly ran to the floor and kneeled near Ben.

"Now beat it, you little pieces of crap." The thug leader stated before he walked off with his goons following him as Kevin was dragged along the floor.

As the group of thugs walked to the exit, Stan slowly walked away from Ben and Gwen as he activated the Omnitrix.

BEEP!

"Dweeb, what were you thinking?!" Gwen criticized Ben who replied, "Shut it, doofus, I was trying to..."

"Wait where'd Stan go?" Gwen asked in confusion as she looked for Stan as Ben shrugged stating, "Beats me."

FLASH!

A large green light erupted from behind some arcade machines as Ben and Gwen realized what had happened.

With Stan, the Omnitrix shrunk down into his arm as his blood vessels began to pulse and expand all over his body as his blue eyes morphed into a pair of bright green reptilian eyes.

Next, his lower body morphed forming a pair of blue wheel-like spheres as his legs and feet morphed.

Lastly, his upper body then morphed as he grew a bright blue prehensile like a tail from his back whilst he gained a white and brown jumpsuit.

A visor then morphed and covered his head as the Omnitrix symbol flashed brightly green in the middle of his chest.

XLR8 then smirked from behind his visor as the green light faded away.

"No one is getting harmed anymore." XLR8 hissed angrily as the Kineceleran peeked around the arcade machine and saw the thugs dragging Kevin off.

Slowly skidding on the ground, XLR8 sneaked over where the thugs were as the Kineceleran muttered, "Bully Buster 9000 in action."

"So how's the hangout? Still trashed the way I left it for you?" Kevin sarcastically asked the thug leader.

WHAM!

"Ooooffff!" Kevin grunted in pain as a thug rammed his fist into Kevin's gut as the thug leader informed Kevin, "Yes indeed it is, and now you're going to pay. You can't take us all alone freak."

"But I can!" XLR8 shouted out as the Kineceleran made his presence known.

THWIP!

The shocked thugs and Kevin watched in disbelief as XLR8 stood there with his visor down standing firm and proud.

"The hell is up with that freak?" A thug mumbled loudly as another one said to his comrade, "Wait a min; I think I have seen that somewhere before…"

"Tch, it does not matter." The thug leader ordered his goons as another thug chuckled saying, "Besides it's a little early for Halloween isn't?"

XLR8 did not reply and tensed before he zipped over to the thug leader.

ZIP! THWOOSH!

Running past the thug leader, XLR8 whipped around the stunned person with a small blue and black tornado being formed around him.

WHOOSH! WHIRL!

"ARGHH!" the thug leader screamed with the thug being lifted in the air as XLR8 then stopped the tornado as the thug plummeted down.

ZIP! WHOOSH! BLAM!

XLR8's thick raptor like-tail slammed into the thug leader before he was slammed into the wall of a nearby arcade machine.

Groaning the thug fell against the wall injured with a large black eye visible on him as XLR8 turned around to the thugs.

"Guess who's next?" XLR8 declared grinning darkly as the thugs glared around looking at each other.

The thug who clutched onto Kevin calmly stated, "Hey, look we'll just be on our way and..."

ZIP! WHOOSH!

XLR8's response was to zip over to the stunned thug hissing darkly, "I don't give second chances to people like you."

ZIP! THWOOSH!

Running off again, XLR8 vanished as another thug asked in confusion, "Where did he go?!"

FLASH! ZIP!

"ARGH!" One of the thugs cried in pain as XLR8 slammed his leg into the thug's gut before he spun around and kicked the thug into the wall.

ZIP! WHOOSH! SMACK!

Another thug was sent flying into the air before he slammed into the wall as well.

And then XLR8 finished the rest off.

BLAM! WHACK! WHOOSH! ZIP! SMASH! CRACK!

One by one the remaining thugs were finished off as XLR8 smirked at the progress before the Kincerlean noticed another thug who slowly backed away from a grinning Kevin.

"This is bullcrap..." The thug muttered in fear before he felt something tap on his back.

Turning his face around, XLR8 grinned stating, "Trick or treat?"

"GAH!" The thug panicked before he ran off from XLR8.

Chuckling, XLR8 smiled at his work as Kevin turned around and smiled at the Kincerlean thanking him, "Jeez, thanks for saving me."

XLR8 nodded before the Kincerlean blasted off away from a stunned Kevin.

ZIP! THWOOSH!

Looking around Kevin watched as several security officers arrived on the scene as Kevin began feigning his innocence.

Several mins later outside the Turbo Zone acrade...

Ben watched on in amusement as Gwen and Stan debated outside the building as Stan loudly ranted, "For the last time Gwen I was justified in going XLR8!"

"Still, I can't believe you went alien and helped the guy!" Gwen shouted back in annoyance.

"What's the big deal? He helped me and Stan out earlier. Besides, you and Grandpa would not understand. That's the problem." Ben stated interrupting Stan and Gwen.

Huffing in annoyance, Gwen crossed her arms before Stan noticed Kevin strolling outside the building.

Frowning, Stan stared at Kevin who smiled slouching slightly before he noticed the others.

"You see what that speed guy did to those losers?" Kevin asked the kids before Ben happily exclaimed, "Yeah, dude's name is XLR8. We're pretty tight."

Shocked, Stan quickly shoved Ben in annoyance as he coughed slightly whilst Kevin looked on intrigued before he asked, "Cool, hey would you three like a tour of New York?"

"You keep Grandpa waiting any longer Ben; he is going to pop another gasket," Gwen stated to Ben as Stan added on, "Gwen's right. We need to get back to the hotel now Ben. Although the offer to explore New York is rather inviting..."

Rolling his eyes, Ben stated, "Come on don't be such a buzzkill, Stan. And besides don't you have to go now, dweeb?"

Fed up with Ben's attitude, Gwen walked off back to the hotel replying, "You're on your own you three."

"Good! That's the way I want it." Ben yelled to Gwen before he noticed Stan sprinting past him.

"Gwen, Could you please tell Max that I and Ben are fine okay? I'll keep an eye out for him." Stan asked Gwen who turned around before asking, "Hey, why should you keep watch over him anyway? You should just leave him with Kevin."

Carefully, Stan leaned down and whispered in Gwen's ear, "Look, I need to keep an eye on Ben because I think something isn't right with Kevin."

"What do you mean?" Gwen asked back as Stan calmly said, "I don't know why but gut instinct says to keep an eye out on him. Who knows? Maybe I'm wrong for once."

Smiling, Gwen happily stated to Stan, "Alright, take care and call me if something goes wrong."

"Yo lovebirds! You are coming right specks?" Kevin sarcastically asked the two kids.

Freezing in horror, Stan and Gwen looked at each other as Ben laughed happily with Stan declaring, "Uh, got to go Gwen see you around!"

Walking away quickly, Stan turned away from Gwen as she blushed bright red in embarrassment before everyone went their separate ways.

A few mins later...

The trio of boys was now walking down a busy street as hundreds of different people congregated around the busy city as the thick summer air and noise covered the environment of the city.

"What's your story anyway?" Kevin asked Ben and Gwen.

Smiling, Ben nodded to Stan who began explaining how they arrived in New York, "Well I and Ben are from Bellwood which is south of New York."

"We are also travelling with my lame-o cousin Gwen and my Grandpa Max." Ben added on as Stan finished with, "Plus, I am Ben's best friend as well."

"Huh cool." Kevin complimented before Ben asked, "So how did you get your powers, Kevin?"

"I was born with it. I'm like an energy sponge. Motors, air conditioners, batteries, whatever. Soak it up, then dish it out whenever I have to. Or want to." Kevin explained.

Pondering in wonder, Stan blurted out loudly, "I mean it is interesting how a person can be born with energy powers…"

Shocked, Kevin turned around and stated to Stan darkly, "What's that supposed to mean?"

"Whoa! Sorry, I did not mean to offend you." Stan apologised scratching the back of his head as Kevin glared before turning around and walking on.

"You should watch you say to him, you know that right?" Ben whispered to Stan as Stan said back, "Sorry Ben. I just can't help but be curious..."

"Forget it, come on I'll show you two where I live," Kevin called out as Ben then walked quicker to Kevin whilst Stan walked behind thinking, " _I still can't help but have a bad feeling about Kevin..."_

Following on after Ben and Kevin, Stan wondered what would happen next.

Meanwhile back at the Ritz Hotel...

Creak...

Gwen opened the double doors and walked back to the main entrance lobby where she saw Max waiting for her in the middle of the lobby.

"Where are the boys?" Max asked slightly annoyed as he glared at Gwen.

"Umm yeah about that…" Gwen said as she began to inform Max about what had occurred earlier.

Twenty mins later...

Stan was not enjoying himself for one obvious reason.

He was in a dark and creepy underground tunnel system.

Why had he not see the warning signs before?

Rumble...

Looking, around Stan walked at the back with the Omnitrix acting as a light source as Kevin walked with Ben behind him.

The subway tunnel was dark and dingy with various junk and debris lying the tunnel as Stan remarked, "Ugh, this place certainly has not seen the light of day in a long time..."

"Still it could be worse." Ben suggested to Stan before Kevin added, "Eh it is not so bad. Besides were nearly at my place."

As the group proceeded down the subway tunnel, Stan noticed that the tunnel's had now gotten bigger with a thick curtain obscuring the view as Kevin shouted out, "Okay we're here!"

Whoosh!

Swinging open the old curtain, the group walked down old stone stairs before entering a large indoor room that was the remains of an old station.

Inside a single arcade machine was leaned against the wall blinking faintly with the light flashing numerous times.

Several TV's and game consoles and crates were also present stacked on old open crates or lying on the floor with a snack machine against a large Sumo Slammer branded curtain.

Finally, there was an old rug and pillow on the floor with trash and waster discarded on the stone floor.

Smiling darkly, Kevin observed his home as Ben watched around in awe as Stan looked intrigued by Kevin's makeshift home.

"Whoa, you live here?" Ben complimented Kevin as Stan murmured, "This is a very interesting living area."

"Yeah by myself." Kevin mused as Ben in shock asked, "What about your family?"

Turning his back with his hands in his pockets, Kevin spoke in boredom, "Long gone. They weren't too thrilled about having a freak for a son."

"Oh sorry to hear that..." Stan muttered to Kevin who turned around shrugging and stated, "Besides, It just means I don't have to answer to nobody."

"Sounds good to me," Ben shouted out eagerly.

Shocked by Ben's statement, Stan protested by telling Ben, "Ben! A family is important."

Surprised Ben replied to Stan saying, "Dude, chill."

"No. what the hell do you mean?" Kevin demanded Stan.

"Well... A family keeps you happy and thoughtful at least for me… I don't know where I would be without my mommy..." Stan sadly rambled on.

Concerned, Ben noticed Kevin getting angrier whilst Stan sighed sadly thinking about his family back in Bellwood.

"So uh Kevin, why was that gang after you?" Ben intervened hoping to change the situation.

Tension eased as Kevin calmed down as he moved his hands upwards whilst slowly recovered feeling more calmer.

"Well, I kinda trashed their hideout under the 39th street bridge. Anyway, what about you two? Sounds like your Grandpa is pretty steamed at you." Kevin asked Ben.

"Like usual. And all I did was sneak away and try to play on the new Sumo Slammer's game in the arcade." Ben ranted in annoyance.

"Well, you nearly got us kicked out of the hotel." Stan reminded Ben as Kevin asked, "You got kicked out of a hotel?"

"Well nearly," Ben remarked before Kevin changed the subject stating, "So anyway, you mean the one that won't be out until Christmas?"

"Yeah." Ben nodded as Kevin smirked stating, "I think I know a place where we can find more of those games... Come on."

Kevin then began walking out of the station with Ben following on as Stan walked with them muttering, "Oh boy here we go again..."

Fifty mins later at the Ritz Hotel...

Gwen sighed unhappily as she looked outside New York on the balcony that connected to the hotel room

She noticed the sun slowly fading in the distance with the city lights of New York beginning to illuminate and activate across the city whilst the number of people in the streets began to decrease.

Inside the room, Gwen heard Max on the phone talking to someone on it with Gwen only being able to briefly hear snippets from the conservation.

Looking away from the door, Gwen watched the evening activity in the city as she thought about Ben rambling, "I don't know why, but I thought things would be better with Ben gone... But now I just want things to go back to the way they were."

Sighing again, her thoughts then drifted over to Stan who she realized that he had gone through a lot over the past few weeks ever since he had acquired the Omnitrix which had just lead to a chain of bizarre and crazy events that Gwen would never think she would have to experience over summer.

"And Stan... He's a really good friend and I just feel sorry for all the bad stuff that has happened to him. I just wish that I could help him somehow." Gwen said in happiness thinking about him.

Creak…

The glass door slid open as Max stepped out noticing a concerned Gwen as he inquired, "Everything alright Gwen?"

"Not really, I miss Stan and Ben." Gwen sadly said back to Max.

Sighing heavily, Max kneeled next to Gwen before he placed his hand on her shoulder comforting her.

"Look don't worry about it. We know that the boys are together which makes them safe. Besides I was just calling Stan's mom, Emily." Max truthfully told Gwen.

"You did? Is she worried about Stan?" Gwen asked confused as Max shrugged replying, "No, not really. It's um... complex. We'll leave it at that."

CRACKA-BOOM! HONK! BEEP! BEEP!

A large explosion was then heard across New York City before the sound of police helicopters and cop cars were heard in the distance.

Looking over the balcony Max stated to Gwen, "That does not sound good. Come on let's get to the Rust Bucket."

Nodding, Gwen and Max ran back into the hotel room as a question lingered in her head.

What could cause such a chaotic mishap to begin with?

She only knew one pair of boys capable.

Stan and Ben.

Five mins earlier near the New York docks...

At the New York docks, Kevin leaned against a nearby support beam of a large and empty warehouse before Ben and Stan peeked around the column as well.

"So what's in there anyway?" Stan inquired Kevin who spoke back quietly, I got a tip that a new shipment just came in."

Sprinting away from the column, Kevin raced over towards the sealed warehouse as he spotted an electronic bio lock.

Smirking, Kevin placed his left hand on the bio lock as blue electrical currents flew out from his hand.

ZAP! SPARK! GLITCH!

The bio lock failed with the electronic lock breaking as Kevin removed his hand from it before ordering Stan and Ben, "You two, help me kick down the door."

WHAM! THWOOSH!

The large warehouse door slammed open being kicked by Kevin as the wooden structure tumbled onto the warehoused ground as the boys entered the building.

Ben and Kevin walked in feeling very confident whilst Stan followed from behind feeling very nervous.

FLASH!

The lights inside the warehouse then activated revealing dozens of wooden crates filled with various products.

"Whoa..." Ben muttered in awe as Stan suggested, "Let's try to make this quick."

Walking forward, Kevin grabbed hold of a wooden crate before he opened it.

Creak... Wham!

The wooden crate lid toppled sidewards as Kevin smirked noticing a crate full of dozens of Sumo Slammer and other game products declaring, "Jackpot."

Walking forward, all of the boys stared at the game collection in awe and wonder.

"Wow..." Ben stated in happiness as Stan remarked, "So many titles I need…" before Kevin lastly said to the other two, "Wait's over dudes."

As Kevin and Ben began plunging the pile of games, Stan was about to start plundering before he stopped.

And yet... He felt wrong.

Looking down at the crate, Stan felt himself become overburdened with guilt as he was attempting to rob goodies for himself that other people deserved.

By doing this act he was nothing more than a common criminal.

Something which he was meant to be preventing.

What kind of person was that?

Stan sighed heavily before he slowly moving back as Ben and Kevin continued to look through the box eagerly as Stan watched on.

CRASH! SMASH! HISS! POP!

The industrial windows of the warehouse shattered before smoke canisters were tossed into the building.

WHACK!

Shocked, Kevin and Ben dropped the game cases on the ground as the sound of various police cars and helicopters were heard outside the warehouse.

Terrified, Stan began shaking in fear as Ben froze speechless whilst Kevin frowned darkly cursing under his breath as the smoke continued to cover the building.

"What do we do?!" Ben finally yelled out in fear.

"We get the hell out of here!" Kevin bravely shouted as Stan yelled, "Seconded actually!"

Quickly running off, the boys attempted to run towards the front door of the warehouse, however, the thick combination of smoke and the flashlight beams caused Stan to shout out, "Go for the back door!"

Nodding, Ben ran after Stan as Kevin then spotted a nearby energy plug.

Smirking, Kevin ran over to the energy plug and placed his hands on the energy plug and began absorbing the electrical energy within the plug.

ZAP! SPARK!

Running to the back door, Ben noticed Kevin draining the energy from the warehouse before shouting out, "What about Kevin?!"

"Not now Ben!" Stan yelled back as he ran two the back door.

WHAM! WHOOSH!

The back door was sent flying open as two swat soldiers wearing high tactical gear including two Mp5 machine guns entered the building as the boys froze in shock.

"Uh oh." Stan whispered as one of the swat soldiers shouted out, "Freeze brats!"

Stepping back, Stan and Ben watched in horror as Ben whispered, "Oh man."

At the same time with Kevin...

ZAP! SPARK! GLITCH!

Kevin smiled darkly as his body continued to absorb the electrical energy with his eyes flashing from brown to a bright blue colour.

WHIRRRRR...

With static energy breaking out, a blue aura of electrical energy flowed around him for a short time before it subsequently vanished as the energy flew upwards from his hands.

Grinning, Kevin turned around and noticed the Swat soldiers cornering Stan and Ben with the pair talking into the radio devices they were carrying.

Looking around, Kevin spotted a yellow forklift and ran over to the vehicle.

WHOOSH!

Landing on the vehicle, Kevin moved his right hand on the control panel stating, "Time to rev things up."

ZAP! SPARK! WHIRRRRR! SCREECH!

The forklift sparked with blue energy as the vehicle glowed brightly with blue energy sparking widely in the room.

Laughing, Kevin placed his foot on the accelerator gear as the forklift accelerated towards the soldiers.

Suprised, Stan narrowly noticed that Kevin seemed to have a very dark look in his dim brown eyes...

"What the hell?!" A Swat soldier shouted out as his colleague ordered, "Open fire on that vehicle!"

BLAST! PEW!

Opening fire, the guns of the Swat soldiers penetrated the forklift sending various bullet cases flying on the floor.

Smirking, Kevin ducked down before he leapt out of the vehicle and jumped onto the floor just as the forklift ploughed into the Swat soldiers.

CRASH! SCREECH!

The runaway vehicle impacted the Swat soldiers with the guns being sent scattering in the air before the forklift crashed into a large pile of boxes and materials.

KA-CRASH!

The boxes imploded in as the massive pile of boxes plunged onto the ground with the vehicle and the swat soldiers being buried under the pile of debris and junk.

Regrouping, Stan and Ben met up with Kevin as groans and moans could from the pile as Ben praised Kevin, "Nice work Kevin!"

"No time! Let's go!" Kevin shouted out to Ben as the boys sprinted towards the back door.

WHAM!

Opening up the back door, the boys exited the warehouse only to be greeted with three police cars and a Swat helicopter.

The boys then sprinted towards the back door as they entered the warehouse only for three police cars and a Swat helicopter to appear from nowhere as the helicopter faced the group.

"This is the police! You are surrounded! Place your hands on your head and kneel on the ground!" The Swat helicopter blared out as Stan shouted, "Back inside!"

Turning around, the boys fled back into the building as the helicopter aimed the light beam at the warehouse.

With the helicopter light beam illuminating the warehouse, the trio of boys hid behind a large wooden crate.

Peering his head around the corner, Kevin noticed the helicopter as he cursed, "Dammit, we are trapped!"

Outside the warehouse, various Swat soldiers regrouped outside the building as the commander gave a speech.

Inside the building, Stan noticed the Omnitrix as Ben inquired, "Any ideas?"

"I've got one," Stan replied to Ben who nodded back.

Turning to Kevin, Ben called out, "Kevin."

"What?!" Kevin said in confusion as Stan explained, "I have a plan to get us out of here. But can you keep a secret?"

Desperate to escape, Kevin nodded and stated, "Sure, I guess."

Smiling, Stan activated the Omnitrix as he pressed down the green button.

BEEP!

The Omnitrix core popped up as Stan scrolled through the silhouettes before Kevin asked in confusion, "What's your friend doing with his watch?"

"It's probably best to stand back for this," Ben spoke back to Kevin as both boys moved away from Stan before he tapped down the exposed Omnitrix core.

FLASH!

A massive flash of green light covered the grinning Stan as his metamorphosis began.

On the outside, Kevin watched on in shock with his brown eyes bulging out comically whilst Ben smiled happily with his green eyes widening in awesomeness.

The watch sank into Stan's right arm as his skin hardened transforming into a green endoskeleton with the hand becoming black with three clawed fingers.

Next his head morphed as four golden insectoid eyes appeared vertically as his face turned black, following on from this his body reshaped becoming more insectoid as six green insect legs grew out from his sides along with two green wings and a large black stinger forming from his back as the Omnitrix symbol then morphed on his forehead.

Stinkfly also gained a jumpsuit that covered his body that was white with brown lines covering the body.

The green light vanished away as Stinkfly stood grinning at the camera.

As the green light vanished, Stinfkly emerged from the light smiling happily before shouting out, "Stinkfly is here to fly you away!"

"What the hell?!" Kevin shouted out in shock as Ben happily yelled, "I know right?! It's pretty awesome what he can do."

Moving over to the boys, Kevin noticed the smell leaking out from Stinkfly as he gagged slightly muttering, "Urgh you reek!"

Ben couldn't help but laugh slightly as Stinkfly rolled his four eyestalks before stating to Kevin, "I know, now Ben you first okay?"

Understanding, Stinkfly Ben walked over towards the Lepidopterran who gently grabbed hold of Ben by his shirt collar with his insect legs before Stinkfly placed him on his back.

"Now you Kevin." Stinkfly stated as Kevin asked back, "How will you get me on?"

"Ben will ride on top of me whilst he hangs on tightly. As for you, I'll control you from the bottom with my legs. Besides you seem like a thrill seeker anyway." Stinkfly carefully explained his plan out to Kevin.

"Oh yes!" Kevin shouted out in excitement as Ben smiled declaring, "This is going to be sweet."

Carefully leaning down, Stinkfly grabbed hold of Kevin by his shirt collar before yelling, "We have liftoff!"

THWOOSH!

The Lepidopterran then activated his wings before the bug-like alien hovered above the ground of the warehouse with Kevin and Ben cheering on in excitement.

Outside the warehouse...

The Swat soldiers slowly gathered near the door of the warehouse as the commander communicated on his radio, "Command, we are at the warehouse building over. Permission to breach and engage targets?"

"Copy, Alpha One. You are loud and clear to capture the targets by using non-lethal rounds only. I repeat non-lethal rounds only Copy."

"Understood Command, Alpha One out." the Swat commander stated before he turned off his radio and turned around to the small Swat squad outside the warehouse.

"Alright, Alpha Squad, We are going to breach the warehouse and arrest the suspects inside, any questions?"

"Yeah, I've got one." A younger Swat soldier stated as the commander inquired, "And what is that Johnson?"

"When do we get a break? Cause Chuck Norris sure had one a while back." The younger Swat soldier joked.

"Not now, Johnson..." The commander muttered in annoyance before he replied, "Move in."

Just before the Swat soldiers prepared to breach the warehouse.

The wooden doors flew open as the Swat soldiers were knocked onto the floor stunned and alarmed.

WHOOSH! ZIP! Whumf!

Blasting out the warehouse, Stinkfly rocketed upwards into the air as the helicopters noticed the Lepidopterran carrying the young boys.

From the ground, the Swat commander muttered in shock informing the helicopters through his radio, "You seeing this Alpha Five?! Command said that the bug creature was in D.C a few weeks ago!"

"All units engage on the bug-like creature! I repeat shoot to kill the bug creature!" The Swat helicopter ordered the units around the city.

Looking up from the ground, The Swat soldiers watched on as the Swat helicopters blasted off into the distance as the ae

The helicopters then blasted off away from the warehouse as the swat soldiers watched on as the aerial chase began.

THWOOSH!

Flying away from the docks, Stinkfly flew above the New York marina as the helicopters began chasing the Lepidopterran.

Using his eyestalks, Stinkfly noticed the helicopters flying after as he muttered, "Not good, I'm going to try and lose them via the marina, so hang on!"

Ben gripped on tighter to Stinkfly before the Lepidopterran plunged towards the water.

From the shoreline, various people noticed the chase with some members of the crowd taking pictures from their phones.

SPLOSH! SKIDD!

"Oh yes!" Kevin laughed loudly as Stinkfly flew across the water with Kevin's feet skidding above the water with a small wave forming below him.

WHOOSH!

Stinkfly then flew back upwards into the air as Kevin asked Stinkfly, "And people call me a freak... How did you do that anyway?"

"It's a long and crazy story." Ben said to Kevin as Stinkfly agreed to reply, "Escape now, talk later."

WHOOSH!

As the helicopters got closer to Stinkfly, some soldiers inside the aerial vehicle leaned out and aimed their guns towards the Lepidopterran.

BLAST! PEW!

Various bullets spewed out from the guns as Stinkfly began dodging the bullets by manoeuvring his body left and right above the water.

SPLOSH! BLAST! ZIP! SPLASH! PEW! WHOOSH!

Laughing crazily, Kevin enjoyed the chaotic experience whilst Ben held on tightly to Stinkfly praying that nothing would go wrong as the Lepidopterran spotted the world-famous Statue of Liberty in the distance.

"Hang on boys, looks like we're paying a visit to lady liberty!" Stinkfly yelled to Ben and Kevin as he flew towards the north of the Statue of Liberty.

ZIP! WHOOSH!

Flying past the head of the famous monument, Stinkfly weaved in and out of the structure of the crown attempting to avoid the helicopters as Kevin and Ben clutched on to Stinkfly tightly.

A few seconds later...

WHOOSH!

The Swat helicopters arrived on the scene as the aerial vehicles began searching for the Lepidopterran.

"Command we seem to have lost the target over." One of the helicopters blared out on the radio as the crew inside both aerial vehicles wondered where Stinkfly was.

Underneath a helicopter, Stinkfly hanged underneath the railed structure by using his legs to grip onto the structure whilst he clutched onto Kevin and Ben tightly.

"Ugh... I'm running out of time. I'll lose them in the city." Stinkfly muttered as the Lepidopterran struggled to hold onto the railing below the helicopter.

THWOOSH!

Holding on in surprise, the helicopter that Stinkfly was hanging under suddenly raised upwards as another Swat soldier in the opposite helicopter noticed Stinkfly.

"Contact has been sighted again over!" The Swat soldier shouted out from his helicopter as Stinkfly froze in shock having been spotted.

WHOOSH! ZIP!

Blasting off from the helicopter, the chase once again began as the pursuit now headed eastwards towards the main city of New York.

In the main city of New York, A window cleaner was on a large high rise machine scrubbing a window with a cloth before...

WHOOSH!

Stinkfly narrowly missed the window cleaner as the Lepidopterran shot past with the helicopters narrowly swooping by missing the building by mere inches.

"Woah! That was close..." the window cleaner muttered in shock and fear.

ZIP!

Flying straight, Stinkfly's eye stalks focused on the ground below as he tried to find an alley or quiet place to hide in the thick busy city.

Swooping downwards, Stinfkly flew over the street level with the helicopters continuing to pursue him.

"Do these guys ever quit?" Stinkfly stated in confusion as Ben spoke back saying, "Apparently not."

Kevin ignored the conservation merely focused on enjoying the air chase as he grinned in excitement.

BLAST! PEW! WHOOSH!

Stinkfly narrowly dodged some bullets only for the Lepidopterran to slam into the window of a nearby bus.

SPLAT!

"OWWW!" Stinkfly muttered in pain as the Lepidopterran groaned on the bus with Ben groaning in pain as well whilst Kevin laughed in fun.

Inside the bus, the crowd reacted with varying emotions. Some people were shocked, some were worried and some were taking pictures with cameras and cell phones.

Struggling to control the bus, the driver gritted his teeth as Kevin waved towards the bus driver in the vehicle as Stinkfly murmured, "Ugh, I hope this chase ends soon."

Kevin ignores the conservation and seems focused on enjoying the air chase as he grins excitedly as more bullets are fired at Stinkfly narrowly missing him until…

SCREECH! CRASH!

The bus screeched before the massive vehicle ended up ramming into a nearby car.

HONK! HONK! HONK!

The car alarm blared as the driver ended up forcing the bus onto a nearby street pavement.

SCREECH! WHOOSH!

On the pavement, various civilians scrambled and dodged out of the way of the runaway bus before Stinkfly turned his head around.

A single abandoned hot dog vendor was present in the pavement as Stinkfly shouted out, "Hold on!"

Ben nodded clutching onto Stinkfly tighter as Stinkfly's legs retracted around Kevin tighter.

WHOOSH! CRASH!

Stinkfly narrowly flew upwards as the bus rammed into the hot dog cart.

SKIRT! CRASH! SPLAT!

The hot dog cart was sent flying into pieces with metal and rubble falling across the area as sausage and service sauce splattered onto the pavement slopping messily on the floor.

"Sorry!" Stinkfly called out as the Lepidopteran flew away from the carnage on the ground back into the air.

BLAST! PEW! WHOOSH!

The Swat helicopters then began opening fire on Stinkfly as the chase continued to the east.

SWOOP! THWOOSH!

Diving downwards, Stinkfly flew above a series of apartment buildings above and near the Rust Bucket as the large Rv drove by on the road below.

As the Lepidopterran flew above the street, various people on the street below watched the aerial chase in shock and awe.

ZIP! WHOOSH!

Stinkfly then arrived in Times Square with the bug alien zooming past a cameraman and a news reporter who was filming live.

Surprised, Stinkfly noticed the camera filming him as a large flat screen tv connected to a building showcased the existence of Stinkflly to the world.

Smirking, Kevin did a peace sign whilst Ben smiled nervously at the camera as Stinkfly quickly flew away from the large crowd of people gathered below as the helicopters continued to pursue them.

"There has got to be a way to lose them!" Ben shouted out as Stinkfly responded, "That's a good point, I don't think I can keep flying for much longer."

"Hey, we have a highway bridge coming up," Kevin yelled out as he pointed down to the ground.

Looking down, Stinkfly spotted a busy highway bridge with a large truck transporting various cars strapped to it.

"Eureka! I've got an idea. Hang on one last time!" Stinkfly shouted before he plummeted downwards to the highway bridge.

WHOOSH!

The Lepidopterran vanished into the tunnel as the helicopters struggled to enter the tunnel.

"Command we have lost sight of the target again over." the Swat helicopter informed the command centre as one of the pilot's suggested, "We'll get them on the other side."

The two helicopters quickly flew over to the other side of the tunnel waiting for Stinkfly to emerge.

However, there was no sign of the Lepidopterran as the heavy car truck stacked with cars exited the tunnel.

"Where the hell did that thing go?!" A Swat pilot shouted out in confusion as the helicopter spoke to command via the radio, "Command we lost the target over."

"Copy, Alpha Five, return to base and resume patrols over." the Swat command informed the helicopters.

The Swat helicopters slowly left the tunnel and proceeded away from the site.

Below is the truck, the three boys emerged from a blue car on top of the truck as a now back to normal Stan popped out first with Ben and Kevin appearing afterwards.

"Oh yeah, that was awesome!" Kevin shouted out loudly as Ben stated, "Darn right, Kevin with Stan boasting, "Well, a person like me has many talents."

Five mins later...

Kevin quickly raced ahead into a dark alley with Ben and Stan following behind him as the sound of the city could be heard in the distance.

In the dark alley, several rubbish bins and a large dumpster were present as Stan called out in exhaustion, "I think we should catch a breather."

Ben shrugged in response to that as Kevin stated bluntly, "Whoa hold it, Stan. I want answers now."

Stunned, Stan reluctantly agreed to reply, "Okay fine, I'll spit it out."

"So your watch lets you turn into that dragon flying thing?" Kevin asked Stan who explained fully, "Sort of, it sends some kind of energy that modifies my DNA and allows me to transform into ten different alien races."

"Ten? Wait so that speed guy in the arcade was you?" Kevin inquired as Ben agreed to say, "Yeah, that was XLR8."

Smirking darkly, Kevin moved closer to Stan's right hand shouting out, "You're awesome! Show me what other aliens you can morph into."

"Chill out Kevin, Besides the watch needs to recharge now and then," Stan spoke back to Kevin as he kneeled and attempted to reach his arm to the alien device.

"You can't. It's stuck on my wrist and won't come off." Stan explained as he moved back his right arm from Kevin's prying hands

Frowning slightly, Kevin looked around the alley before he smiled brightly before suggesting, "We could be partners."

"Huh?" Stan asked in confusion as Ben realized the idea muttering, "Partners?"

"Between the two of us with our powers, we could do whatever we wanted, whenever we wanted." Kevin ranted as Stan stated back, "Look I don't know if..."

"So what do you say? Friends?" Kevin asked as he moved his hand to shake Stan's.

Stan's eyes widened in surprise as Ben looked at him in shock as well whilst Stan began thinking, " _You know what? I think me and Ben should get back, Max and Gwen are worried about us. And I think it's time we bid Kevin goodbye."_

"Kevin... Look about that offer. I decline." Stan sighed out.

Outraged, Kevin yelled, "WHAT?! HOW COULD YOU..."

"Stan, why did you say that?!" Ben yelled out as Kevin froze in shock, smirking under his breath.

"No Ben look! Me and you need to get back! We have a family looking for us!" Stan begged Ben who rolled his eyes stating back, "So? My Grandpa was not happy with me anyway."

"Oh for the love of god! Open your eyes, Ben!" Stan begged Ben as Kevin darkly replied, "No, I think you should open your eyes, Stan."

Feeling torn apart at the situation, Stan brokenly ranted, "Ben, I don't want to be involved in this anymore. I want to go back to the way things were between us."

Shocked, Ben froze speechlessly whilst Kevin grinned darkly as Stan pleaded, "Ben, I want us to be pals again. Proper friends who always used to hang out together and do good things."

Sighing, Ben remembered all the good moments that he and Stan had enjoyed together for the past several years ever since they had first met in 2nd grade.

"Stan look. I want to forgive you, but Kevin here can help us with that." Ben suggested to Stan who spoke back, "Ben are you sure about this decision to be partners? If we do this... Then there is no turning back."

"Besides families are overrated anyway." Kevin pointed out suggesting his view as Stan sighed sadly.

Looking at Ben's pleading eyes and Kevin's smirking eyes, Stan made his decision.

"Very well, then partners." Stan accepted as his hand shook Kevin's pale ghost-like hand.

Smiling, Ben nodded in approval as he frowned slightly.

At the same time near the alleyway...

WHOOSH!

The Rust Bucket speeded down the empty back road as the vehicle sent dust into the air.

Inside the Rust Bucket, a furious yet worried Max pushed the vehicle to its limits as Gwen watched out the window looking gloomy and very worried.

SCREECH! THWOOSH!

The Rust Bucket drove even faster as Max shifted the vehicle into Gear three.

Feeling worried, Gwen turned on the radio to learn about any news coverage in the area.

"The main headline and story for tonight are we alone? After the first sighting of extraterrestrial activity in New York, many people are now taking to protesting across the country demanding that the truth is revealed and that the government confess what is going on. However once again the U.S. military is investigating these matters. We'll have more on this story later. Now in other news..." The radio droned on.

"Of all the stunts that Ben has pulled. This is the worst! And now he's got Stan dragged into this mess as well! When I find him..." Max ranted in anger.

"Ugh, I don't know if I should be enjoying this. So why aren't I? Oh, Stan..." Gwen sighed in sadness.

Meanwhile in the Underground of New York City...

The three boys entered the subway system once again although this time it was an active but deserted station as they clambered over the empty turnstiles heading to the side of the rail system where the trains would appear.

Looking around, Kevin observed his surroundings as Stan thought darkly to himself, " _Man screw Kevin. I hope I get to prove to Ben that he was wrong."_

"Check it out boys; I need you to give me a boost up there. I need to recharge." Kevin explained as he used his hand to point upwards to the ceiling.

Nodding, Ben went off to boast Kevin upwards whilst Stan shook his head no longer thinking and leaned against the wall glaring at Kevin who placed his hands on a light socket.

ZAP! SPARK! GLITCH!

Kevin absorbed the energy from a light socket before he jumped off Ben's hand's and sprinted over to the train tracks with his hands glowing bright blue.

Following, Kevin Ben and Stan watched him place his hands onto a train connector.

WHUMP!

The rail system of the track changed with both rails connected as Ben asked in confusion, "Um, what are we doing?"

"A money train loaded with cash comes down this track so when it crashes into the oncoming passenger train... Boom! Instant jackpot! Specks here turns into that XLR8 guy and we're out of here!" Kevin darkly explained his plan.

Ben and Stan's eyes widened in fear and horror as they both realized the horrific nature of Kevin's plan.

"But hundreds of innocent people will be killed!" Ben shouted out as Stan yelled back, "You don't have the right to do this!"

"Hey no pain, no gain," Kevin suggested before Stan moved forward to Kevin yelling back, "I'll say it again you can't do this!"

"Sure we can, I just changed the tracks." Kevin snarked before Stan bluntly responded, "You're such a dumb blockhead. We aren't going to let you do this."

Agreeing, Ben added on to Stan's statement, "Stan's right. I should have seen this coming..."

Infuriated, Kevin leaned down in Stan's face muttering darkly, "We shook. Were partners."

"No, this is going way too far." Stan responded as Kevin taunted, "Then try and stop me watch boy."

"You don't care about anyone but yourself..." Ben muttered to himself as Kevin called out, "Hey prick! You talking about me?!"

"No, I'm talking about me!" Ben declared as Stan agreed to speak, "Well said, Ben. Well said. Now then time to stop this freak once and for all."

Nodding, Ben charged at Kevin only for Kevin to raise his fist.

WHACK! WHOOSH!

"URGH!" Ben cried out in pain as he was hurled from the tracks against the wall of the station.

Angry, Stan glared at Kevin who walked forward with his hands sparkling with wild blue energy.

"Oh no... You have pissed me off especially you specks." Kevin shouted out to Stan who replied loudly, "Same here. I'm taking you down myself and switching the trackback!"

BEEP!

Groaning, Ben rubbed his head as he noticed Stan and Kevin stare down each other before Stan slammed down the core of the Omnitrix.

FLASH!

A bright green light covered Stan as his transformation began.

The watch shrank down into his arm vanishing and from where it shrank, brown-orange like rocks began to appear down his arm slowly covering his body and clothing.

Next, the rocks continued to cover his body spreading to his legs and then his eyes as rocks slowly covered Stan's eyes as cracks slowly began to form in his rocky skin and the watch symbol ended up forming on his chest.

Finally to finish his head erupted into flames with a face outline as Heatblast stood there grinning confidently as the green light faded.

As the green light faded away, Heatblast emerged staring at Kevin declaring, "Oh yeah! Heatblast for the win."

"You can do this, Heatblast!" Ben called out he slowly backed away from the Pyronite whilst Kevin glared at Heatblast muttering, "A rock man on fire? Is that the best you can do?"

Laughing darkly, Kevin slowly moved forward to Heatblast who held out his hand in a defensive manner stating, "Keep back Kevin."

"Or else what? You going to burn my dinner?" Kevin taunted Heatblast who sighed muttering, "You try and fight me and you'll end up being fried to a crisp. Common logic."

Chuckling darkly, Kevin ran over to a nearby power outlet for the train tracks and began absorbing the energy.

CRACK! WHIRR! SPARK!

Holding his ground, Heatblast watched as Kevin drained more energy as the lights in the subway began failing, shattering one by one.

CRACK! POP!

"HA!" Kevin laughed crazily as darkness flooded the subway tunnel.

FLICK!

Shocked, Heatblast slowly looked around the now pitch black subway with his bright body illuminating the tunnel as the Pyronite's eyes scanned the room carefully.

Moving around the station, Heatblast noticed Ben, peeking out from behind one of the station columns before he gasped yelling, "Stan, look out!"

THUMP!

Suprised, Heatblast felt Kevin jumping onto his back as the two struggled for dominance.

"Get off me!" Heatblast yelled as he attempted to shake Kevin off.

"Hah! Now then I just need to... ARGH!" Kevin howled in pain as his right touched the Omnitrix symbol on Heatblast's chest.

SPARK! ZAP!

A blue energy aura covered Kevin and Heatblast briefly as Kevin's screams echoed throughout the subway tunnel before...

WHOOSH!

Kevin was sent flying off the Pyronite glowing a bright blue colour as Heatblast groaned feeling woozy and dizzy as Ben called out to him, "Stan, are you alright?!"

"Ugh, I feel odd." Heatblast groaned back before he noticed that Kevin was missing.

"Wait, where is Kevin?" Ben asked in confusion as Heatblast responded, "Good point. I wonder if..."

No longer talking, Heatblast slowly noticed Kevin emerging a dust cloud.

Except he was glowing yellow.

"Oh my god." Ben reacted in horror as both watched on stunned as Kevin emerged.

Kevin now had the lower half of his normal human body whilst his right arm was now on fire and covered in rocks as it connected to half of his upper torso which went up to his head.

Kevin had mutated into a half Human/Pyronite hybrid abomination.

"Well, then this is interesting..." Kevin declared in a thick rocky version of his voice.

"What have I done?" Heatblast muttered in horror struggling to grasp the reality of the situation as Kevin moved forward and moved back his right arm.

KA-BLAM! WHUMP!

Kevin fired a massive blast of fire from his Pyrite hand that crashed into Heatblast as he was sent tumbling onto the railway track.

"Ugh.." Heatblast muttered in shock as Kevin moved forward smirking darkly as Ben hid behind the station column terrified of the situation.

"Psych! I absorb energy remember? Guess I can absorb DNA from that watch of yours specks." Kevin spoke to Heatblast who groaned standing up before swearing, "Go to hell."

BLAST!

Heatblast fired a large beam of fire from both off his hands that flew over to Kevin.

WHOOSH!

Smirking, Kevin retaliated by backfiring a smaller but more powerful fire beam from his mutated hand.

BLAST! CRAKA-BLAM!

Both heat beams collided with each other as Heatblast and Kevin shouted out loudly with both of their battle cry echoing across the room as Ben watched the fire show nearby.

"UGGGGGH!" Heatblast shouted out as Kevin called out, "HAAAAAAA!"

Due to the increased effort of the collision, the flames from the heat collision started to spread and light across the floor.

CRACKA-BOOM!

The heat beams exploded together in a combined fireball that spread across the subway as thick black smoke covered the room.

Shocked, Ben narrowly ducked down avoiding the raging flames as the temperature in the room soared before cooling down significantly.

WHOOSH! RUMBLE!

The ground above the subway system shook slightly as various flames and thick black smoke covered the room.

HISS...

As the smoke cleared, Heatblast charged over to Kevin as used his left first and slammed a massive left hook in Kevin's rocky face.

THWACK!

"ARGH!" Kevin howled in pain as the sound of rocks cracking on his face could be heard.

Enraged, Kevin threw a right punch that hit Heatblast in his chest.

"OOFFF!" Heatblast cried out as the Pyronite ended up winded before...

BLAST! WHAM!

A large fireball blasted Heatblast as the Pyronite crashed back onto railway lines.

"At last... I have the power..." Kevin smirked darkly as Heatblast responded, "That is not your power blockhead."

"Shut up! It's time people got what was coming to me. Nobody is calling me freak anymore!" Kevin shouted out madly.

"Stan!" Ben shouted out before he left his hiding spot and scrambled downwards onto the rail lines as he kneeled near Heatblast.

"Well, seems like little Benji has come to help his nerdy friend." Kevin mockingly taunted Ben as he fired back, "You're no friend of mine Kevin. You never were."

"Ben, we have to get out of here and..." Heatblast muttered to Ben before...

HONK! HONK!

A subway train blared out loudly as Heatblast and Stan looked on in horror as Kevin noticed another train coming down the opposite railway.

"Payday," Kevin smirked darkly as both trains moved forward on an imminent collision course.

With the subway trains moving closer, Heatblast yelled out to Ben, "Hold onto me as tight as you can Ben!"

"What?!" Ben shouted out in shock as Heatblast said, "Just do it!"

Nodding, Ben kneeled and held onto Heatblast tightly as the friendly Pyrnoite held out his left hand to the switch box.

BLAST! SPARK!

A fireball blasted the switch box as the electronic device melted and scorched due to the extreme temperatures and heat melting the circuitry apart.

WHOOSH!

The railway line switched back to its normal configuration as the first rain soared by blinding Kevin from Heatblast and Ben.

THWOOSH!

As the other train approached, Ben gulped apologising to Heatblast, "I'm sorry I got us into this mess!"

Heatblast quickly nodded back and focused his attention on the train as it got closer until...

KA-BOOM!

A massive fire tornado formed around Heatblast and Ben as the fire tornado got bigger with Kevin being blinded along with the driver piloting the train.

WHOOSH! ZIP!

As the train passed through the fire tornado, it dissipated as Heatblast and vanished once the train left the tunnel.

Confused, Kevin looked behind in the dark subway station before he muttered, "Forget the money. Time to get some priceless revenge…"

Smiling grimly, the half Pyronite/Human hybrid slowly walked out of the subway station with his laughs cackling loudly through the now empty underground system.

Meanwhile on the train...

WHOOSH!

Heatblast clung onto the roof of the train tightly with his hand as Ben clung onto Heatblast via his legs as both struggled to maintain their grip on the train.

"Oh crap! I can't hold on for much longer." Heatblast shouted out in shock before the Pyronite let go off the roof of the train.

WHUMP! THWACK! WHOOSH! THUMP!

Both Ben and Heatblast were sent tumbling across the roof in pain as both bounced from train car to the next.

WHUMP! GRAB!

Thankfully this ended however when Heatblast grabbed hold of the train roof and used his right to burn a medium-sized hole in the train roof.

HISS! CREAK!

The metal burnt and creaked as Heatblast noticed Ben bumping past.

BUMP! GRAB!

Quickly thinking, Heatblast used his left arm to grab hold of Ben as he held on tightly for dear life as the train continued to zoom down through the tunnel.

"Ben, hold on!" Heatblast shouted as Ben replied gritting his teeth, "I'm trying to!"

At the same time in the Rust Bucket...

Max and Gwen were searching for the boys as the radio began blaring out more information, "And expect delays on the uptown subway lines near 51st street. There have been reports of major and minor fires breaking out all over the tunnels."

"Grandpa, That sounds like Heatblast!" Gwen shouted in shock as Max spoke back, "I know."

SCREECH! REV! THWOOSH!

The Rust Bucket groaned with the wheels screeching as Max drove the RV with a 180-degree turn on the road before the Rust Bucket blasted off towards the train line nearby.

Back on the train itself...

Ben had now managed to grab hold of the medium-sized hole and was clutching onto it as Heatblast's Omnitrix symbol began to flash red.

BEEP! BEEP! BEEP!

"Oh, nuts! I hate that blasted sound!" Heatblast cried out in shock.

FLASH!

A bright red flash then covered the Pyronite with the light blinding Ben as Heatblast morphed back to Stan.

WHOOSH!

The train then exited the tunnel and arrived outside as the wind howled and blew in the faces of both Ben and Stan.

"Man! Talk about a crappy time out!" Ben yelled as the wind ruffled his hair.

"I know Ben! Now just hold on until we stop!" Stan shouted back as the wind fogged up the vision for his glasses slightly.

HONK! HONK! HONK!

Surprised, both boys looked to the side and saw the Rust Bucket speeding down the opposite road to where the train was.

HONK! WHOOSH! SCREECH!

Shocked, Max stopped honking his horn and narrowly dodged an oncoming car on the opposite side of the road.

"Asshole!" The driver inside the other car shouted out to Max who chose to ignore him.

Inside the Rust Bucket, Max activated a button on the dashboard near the radio.

FLICK!

The canopy of the Rust Bucket popped out to the side as Max ordered Gwen, "Gwen, get the attention of the boys!"

"Understood. Grandpa look!" Gwen pointed out the window as Max noticed a major hazard.

A series of bright blinking strobe lights were connected to a large structure.

Panicking, Max pushed the Rust Bucket to her limits as he slammed his foot on the accelerator gear.

SCREECH! THWOOSH!

The Rust Bucket swerved under the train bridge before reappearing on another on the opposite side of the train bridge as Max honked the horn again whilst Gwen opened the side window near the booth.

HONK! HONK! HONK! WHOOSH!

"Hey, you two! Jump onto the canopy!" Gwen shouted from the side window.

"What?!" Stan yelled back as Gwen said back, "Look!"

Confused, Ben and Stan noticed the large blinking strobe light structure as Stan froze in shock until Ben spoke frantically, "Oh, that's going to hurt!"

"Jump off the train!" Stan shouted to Ben as the boys slowly began clambering upwards.

Thump!

Once both boys stood upwards, Gwen encouraged them yelling, "Come on the jump!"

Ben gulped as Stan gently grabbed hold of his arm stating calmly, "Okay Ben, you ready to jump?"

"I am, let's do it, Stan!" Ben shouted out as Stan smiled before replying, "Okay now!"

Ben and Stan then jumped off the train mere inches before the train zipped under the sign.

Time seemed to slow down for the pair of them as they flew upwards into the air before…

WHOOSH! BOING!

The two boys then plunged downwards and landed on the canopy as they briefly bounced upwards before stopping.

Groaning, Stan laid on his back staring up into the night sky whilst Ben landed on the font with his hand leaning over the canopy.

Inside the Rust Bucket, Gwen and Max smiled happily at their success.

"Nice catch Grandpa." Gwen informed Max who spoke back, "Well, I can't take all the credit."

On the canopy, An exhausted Stan stated to Ben, "Ben?"

"Yeah, Stan?" Ben asked back.

"We need to have a long talk," Stan stated bluntly as Ben sighed back in response.

Thirty mins later...

The Rust Bucket was now parked on an empty street in a parking lot as the moon shined brightly in the blue blackish sky.

Inside the Rust Bucket, a thick and muffled conservation could be heard inside the vehicle.

A stern but calm Max was standing upright near a nervous Gwen as Ben and Stan were both being lectured as they sat down in the booth on each opposite side.

Ben looked gloomily whilst Stan looked annoyed as Max fully stated criticizing Ben, "Alright so let's clear this up again. The whole reason this scenario occurred because Ben did not plan on listening to me. None of this would have happened if you just obeyed me from the beginning by staying in the hotel room! It's all about trust."

"Plus you sent me and Stan on a wild goose chase in the city looking for you," Gwen argued against Ben before Stan then complained ranting, "And then Ben, you drag me into nearly robbing a warehouse and getting me involved as Stinkfly on a mad chase around the city!"

"I know! And I'll say it again. I am so sorry for all the trouble I caused you guys." Ben sighed protesting his actions as he slumped on the booth gloomily.

"Well fair enough. But Ben, it will take a while for you to regain my trust in the short term. Besides our vacation plans to New York have been delayed for a short while now because of what happened." Max replied making his opinion known on the matter.

"Speaking of trust, we have a major problem on our hands. Kevin. And you have to trust me in that he is up to no good right now." Ben explained.

Standing up, Stan agreed saying, "Ben's right. Kevin nearly got innocent people killed today because of his actions."

Everyone looked at Stan in confusion as he began to explain the situation involving him and Kevin from earlier.

"Kevin can absorb energy from machines. Somehow he was able to absorb Heatblast's DNA when I fought him and he was able to gain access to Heatblast's power like a virus." Stan fully explained.

"I can vouch for him; I saw it happen with my own eyes." Ben supported Stan as Gwen added, "Grandpa, They're both right. With Heatblast's power, there is no telling what Kevin could do now."

"Alright fine. But where is he?" Max inquired the kids as Stan spoke back, "I think I know. The thirty-ninth Street Bridge."

"Why there?" Max asked Stan who said, "Let's just say he's getting revenge on some thugs who attacked him earlier and I need to stop him before he kills someone."

Nodding, Max spoke to the group saying, "So we need to head to the 39th Street Bridge. Buckle up then. I'll get us there as soon as I can."

Max walked to the driving seat as Ben followed him with the two talking and beginning to make amends whilst Gwen to the booth sitting opposite to Stan.

"You okay? You seem stressed out." Gwen asked Stan in concern.

"Not really. Gwen, I'm tired and I will have to fight Kevin soon. So yeah I'm not in the best situation right now." Stan ranted before he sighed in stress.

Feeling sorry for all the stress, Stan was going through, Gwen stated back, "Look I just wanted to say thanks for keeping an eye on my doofus cousin."

Smiling back at Gwen, Stan responded to Gwen, "You're welcome Gwen."

Gwen smiled and winked back at Stan who couldn't help but blush slightly before he looked out the window noticing New York City lit up in the evening.

Meanwhile at the 39th Street Bridge...

The 39th Street Bridge is a dark and dingy place with graffiti and other junk and debris found on the floor and walls with sewage reeking in the area.

CRAKA-BOOM!

A large column of fire and heat exploded from below the bridge as the thug group was in chaos.

Some of the thugs were injured and groaning as blood, bruises and other injuries were present on them as the thug leader confronted the mad Human/Pyronite hybrid that was wreaking havoc in the hideout.

"Jesus, Kevin calm down man!" The thug leader begged as another thug shouted out, "Yeah, man we can work this out!"

KA-BLAM!

Another fireball was sent flying near the thugs as Kevin walked forward smiling darkly bluntly stating, "I don't think so. It's time you suffered."

WHACK!

A thug had whacked Kevin on the back of his Pyronite head with a crowbar in an attempt to possibly stun or injure him.

Did it work?

No, it didn't.

Instead, Kevin turned around and confronted the thug who had held onto Kevin earlier in the arcade who was now shaking in fear holding the crowbar in an attempt to defend himself poorly.

"I always knew you were a freak." the crowbar-wielding thug muttered bravely as Kevin mockingly taunted, "Of course, but the payback is a bitch."

Kevin then grabbed hold of the thug with his normal human hand before he raised his Pyronite hand closer to the thug's face muttering madly, "This is going to hurt."

Shocked at the brutality, the remaining thugs watched in horror as Kevin laughed maniacally before the thug leader panicked shouting out, "Crap! Where's help when you need it?!"

At the same time...

HONK! HONK! HONK!

Max groaned in frustration as he honked the horn of the Rust Bucket before he shouted out, "Move it!"

In the front seat, Ben scoured trying to find a way through the large traffic jam as Max slowly moved the vehicle forward.

At the back of the vehicle, Stan finished gulping down a bottle of water before he tossed it into a nearby bin as Gwen asked, "You ready to go?"

"Yep, I am." Stan responded before he finished with, "Wish me luck."

Smiling, Gwen stepped back away from Stan as he activated the Omnitrix.

BEEP!

Ben and Max noticed the Omnitrix activating as Stan shouted out, "I'm going Stinkfly! I'll see you at the 39th street bridge!"

Selecting the silhouette to Stinkfly again, Stan slammed down the exposed green core not noticing the silhouette change briefly.

FLASH!

A large bright flash of vibrant green light covered the Rust Bucket before Four Arms emerged from the light look very cramped.

Surprised the others watched as the Tetramand groaned in annoyance before speaking, "Great, now I turn into Four Arms?!"

"Um need a hand?" Ben joked as Four Arms sarcastically replied, "Ha-ha. Very funny, just open the blasted door okay?!"

Nodding, Gwen slowly walked past Four Arms and managed to wedge open the door for him.

Smiling back, the Tetramand slowly squeezed outside the Rust Bucket as the door slammed into a nearby car.

SMACK! HONK! SHOVE!

Four Arms shoved the purple car aside as the people inside the vehicle freaked out upon seeing the Tetramand who jumped upwards into the air.

THUMP! THUMP!

The Tetramand bounced on the roofs of trucks and other heavy grade vehicles as the Tennyson trio watched Four Arms vanish into the distance.

Back at the 39th Street Bridge...

THUNK!

A large metal pipe was pinned down on the small group of battered thugs as they attempted to escape as Kevin moved over muttering madly, "And now to get my payback..."

"Please Kevin, don't do this! We're sorry we taunted and mocked you!" the Thug leader begged Kevin who rolled his flame-like eyes stating back, "Tch. Oh please so much for you gang after all and..."

FLASH! WHIRRRR!

Kevin glowed a bright blue colour as the Heatblast mutation he had suffered quickly vanished with his DNA reverting to his normal human state.

"Oh? What's going on?!" Kevin shouted out in confusion and shock as a blue aura of energy flew upwards above him.

THUMP! THWACK!

The ground shook violently but briefly as Kevin turned around noticing Four Arms glaring at him crouching on the ground.

"Your power is gone, Kevin. Like me, you can only use it for a brief time." Four Arms explained to a surprised Kevin who spoke back, "Looks like you're about to give me some more Stan."

Four Arms then stood upwards leaning his arms across his body after Kevin pointed at him declaring, "No, not anymore."

"You've got no choice." Kevin darkly replied before he laughed crazily.

Rolling his eyes, Four Arms muttered under his breath, "Always the evil laughs..."

Ignoring the statement, Kevin walked over to the metal pipe and leaned down with his hands glowing blue with electricity.

SPARK! ZAP!

"I've still got enough juice to fry these guys," Kevin smirked cruelly as he prepared to zap the terrified thugs trapped below the pipe.

WHUMP!

Surprised, Kevin was grabbed hold by Four Arms as the Tetramand clutched him tightly.

"Gah!" Kevin yelled in surprise as he aimed his hands upwards with the energy inside blasting onto the ceiling of the bridge.

CRASH! BLAM!

Stone debris and rubble fell onto the ground as Four Arms shouted, "It's over Kevin! Give up!"

Smirking, Kevin placed his hands on the Tetramand's lower and began to absorb his DNA and energy.

FLASH! WHIRRR!

A thick blue energy aura covered Kevin and Four Arms as Kevin laughed madly getting drunk on the energy and DNA that Four Arms had as he struggled to keep hold of Kevin who began mutating.

Kevin's skin began to mutate and turn a bloody dark red as he grew in size similar to Four Arms.

His brown eyes flashed to a dark blue full of energy as Kevin's clothing ripped slightly for the change as he lost his padlock and chain whilst his wrist guards ripped off clattering to the ground below.

Kevin then mutated a second human-like arm that was twice the size of his normal one before he punched Four Arms on his head.

WHACK!

"GAH!" Four Arms yelled out in pain as the Tetramand was sent stumbling back across the floor whilst Kevin landed on the floor still mutating.

As Four Arms regained his vision, he noticed Kevin's mutation getting worse.

Kevin continued to grow in size as his right eye morphed to that of Four Arms except it was a hyper yellow colour while his left eye was now a thick white colour as his black hair grew as well.

Also, Kevin grew smaller human-like arms with thick rugged hands on each side of his body before a large thick one grew on the opposite side as the mutated Human/Tetramand hybrid charged towards a stunned Four Arms.

KA-WHAM! WHOOSH! THUNK! CRACK! SLAM!

Four Arms attempted to block the massive charging punch with a guard, however, Kevin punched Four Arms so hard, the Tetramand was sent tumbling multiple times across the ground before he impacted the ground face first with a small crater forming around him.

"Ugh..." Four Arms groaned as the Tetramand slowly stood upright from the ground as he brushed himself down of dust.

THUMP! THUMP! SMACK!

Kevin slowly stumbled out of the bridge with his steps thumping onto the ground as he flexed his large arms stating madly, "Oh man this is going to be fun!"

Bring it on. It's time I'm going I taught you a lesson in humility you six-armed freak." Four Arms stated back as the Tetramand cracked his knuckles in response.

"Six Arms? Well, we'll find out who is the best!" Kevin yelled out madly as Four Arms replied, "The original."

Both combatants then glared at each other as the wind howled before...

"GAH!" Four Arms shouted out as Kevin yelled back, "ARGHH!"

Both aliens of strength and muscle then charged to each other before they collided.

KA-CRACK!

A massive cloud of dust and rubble formed from the collision as both combatants gripped onto each other tightly.

"I'm taking all your alien powers specks! And who knows maybe I'll harm that stupid brat Benji next." Kevin grinned sadistically.

Enraged by Kevin's threat, Four Arms back pushing the Six-Armed Tetramand/Human hybrid back before Four Arms yelled in a large booming voice, "SHUT UP! LEAVE BEN ALONE!"

The taunt caught Kevin off guard as the voice echoed across the nearby area as Four Arms then slammed Kevin into the nearby wall.

CRASH!

Once Kevin was pinned against the wall, Four Arms began throwing out a series of violent and angry crosses and jabs that slammed into Kevin numerous times.

BLAM! WHACK! SMACK!

"URGH!" Kevin howled out as he coughed out spit as Four Arms charged yelling, "I've got more for you! ARGH!"

THWACK!

Kevin used one of his lowers arm's and slammed the limb into Four Arm's stomach.

"ACK!" Four Arms grunted out in shock as Kevin chuckled and grappled the Tetramand into the brick wall.

KA-CRASH!

"URGH!" Four Arms shouted in pain as Kevin used his large arms to grab the back of Four Arm's jumpsuit.

"My turn," Kevin stated before he slammed Four Arms on his knee.

CRACK!

"ARGH!" Four Arms yelled in pain as spit and blood leaked out from his mouth before Kevin slammed Four Arm's head into the concrete floor.

"You enjoying this?!" Kevin shouted out to Four Arms before finishing off, "Cause I am sure as hell am! HURGH!"

Kevin then sent Four Arms hurtling into the wall as the Tetramand collided into it.

CRASH! RUMBLE! WHAM!

Rocks and rubble slammed from the wall as a medium-sized pile of rocks covered the Tetramand in rubble as a large cloud of dust covered him.

Laughing darkly, Kevin triumphantly exclaimed to Four Arms, "Just give up specks! I win."

CRACK!

Watching on, Kevin noticed Four Arm's large red hand smashing through the pile of rocks and rubble as the Tetramand slowly climbed out the pile of rocks sweaty and tired along with being covered in dust.

"I will not give up... and let you win..." Four Arms muttered in exhaustion as Kevin sadistically replied, "Aw... Is someone tired? I'll make it painless."

"I'm still not going to give up." Four Arms bluntly stated as the Tetramand adopted a martial arts guard stance on the ground.

Smirking, Kevin charged forward yelling widely as Four Arms focused on his target thinking, _"Okay, remember what Tetrax and Max said..."_

As Kevin charged towards him, Four Arms sidestepped to the right as Max's words filled his head with knowledge and advice from last week, " _Might is not always right."_

THWOOSH! THWACK!

"ARGH!" Kevin howled in pain as Four Arms smack his black with a placed uppercut that sent him tumbling forward.

Kevin howled in agony as Stan smacked his back with a placed uppercut that sent him tumbling forward.

"GRRRR!" Kevin roared widely as he charged in like an animal as Four Arms focused his movements remembering, Tetrax's words after he defeated the bounty hunters.

" _And that is?" Tetrax asked Grey Matter who finished off,_ " _To think smarter and not go in headfirst."_ Four Arms calmly thought to himself.

CRACK!

"GRRRRR!" Kevin madly growled as both aliens gripped each other again.

This time, Kevin seemed to be more angry and wild whilst Four Arms seemed calmer and focused.

"How?! How are you this strong?" Kevin shouted in confusion as Four Arms cockily stated, "Didn't you hear? The original is best."

Glaring, Kevin frowned at Four Arms who smirked back as both alien titans continued to push each other.

SMASH! WHAM!

Four Arms then kicked Kevin in his chest with a mighty kick before Four Arms leapt up and slammed onto Kevin on the floor.

WHOOSH! CRACK! BLAM!

Yet another crater formed on the floor as Kevin and Four Arms crashed into a nearby wall again.

SCREECH!

The Rust Bucket then arrived at the top of the bridge as the Tennyson trio exited the vehicle and noticed Four Arms and Kevin brawling below.

Ben watched on as Gwen helped Max climb over the barrier and down the slope.

"See Grandpa? I told you." Ben informed Max who muttered in shock, "Hmm... it's even worse than I thought."

"Grandpa! Ben! Over here!" Gwen called out Ben and Max.

Turning around, both Ben and Max noticed Gwen pointing the group of thugs trapped under the metallic pipe.

Shocked, Max and Ben regrouped with Gwen as the trio rushed over to the pipe as the thug leader noticed them begging, "Please help us out of here!"

"We will, now quiet," Max informed the thug leader as he kneeled and grabbed hold of the underside of the pipe.

Groan...

Seeing what Max was doing, Ben and Gwen copied his actions by grabbing the pipe as the Tennyson trio all worked together.

GROAN! CREAK!

The pipe was slowly lifted off the ground as the dazed and battered thugs crawled out before the Tennyson trio dropped the pipe on the ground.

THUNK!

"Moving day, get out." Max spoke to the thugs as they fled the bridge under a tunnel with the leader stating, "He's your problem now."

Running off the thug leader vanished into the darkness with his group.

CRASH! SKIRT!

"ARGH!" Kevin howled as the Six-Armed Tetramand/Human hybrid skidded across the floor before impacting on the ground.

Smirking, Four Arms watched as Kevin slowly crawled off the ground becoming enraged that he was being beaten.

"DAMMIT, ALL! I WON'T LOSE!" Kevin shouted out in rage as Four Arms chuckled replying, "Now you know what failure feels like. It sucks doesn't it?"

Glaring, Kevin charged and caught Four Arms off by surprise.

WHAM! SLIDE! CRASH!

Four Arms collided into the rock wall as the Tetramand struggled to hold off an enraged Kevin who was solely attacking based on instinct and primal rage.

"GAHHHH!" Kevin growled as he spat slime into Four Arm's face.

"Yuck! Ever, heard of a breath mint?!" Four Arms muttered as he noticed Kevin's sanity slipping more.

BEEP! BEEP! BEEP!

Shocked, Four Arms heard the tell-tale sign of the Omnitrix needing to recharge as Kevin smirked taunting, "You were saying specks?"

"That's it!" The Tetramand shouted back in rage as Four Arms slammed his feet towards Kevin.

KA-CRACK! WHOOSH! THUMP!

Kevin was sent flying into the air backwards as Four Arms jumped up and charged towards Kevin.

Glaring, Kevin scrapped across the ground before he charged back as Four Arms charged in yelling, "Face my wrath you abomination! HAHAHA!"

The Tetramand then began to unleash a series of devastating hooks, crosses, jabs and uppercuts on Kevin that stumbled him in a combination twice.

CRACK! SMACK! BLAM! KRACK! SNAP!

The final punch that Four Arms did was so strong it sent Kevin soaring through the air like a missile.

THWACK! WHOOSH! BLAM! WHAM! KA-CRASH!

Kevin was sent flying into the air as he thwacked onto the ground several times before he crashed into two support columns for the bridge painfully as the Tetramand/Human hybrid finally smacked into one last pillar.

RUMBLE... CRASH!

Kevin was then covered in debris and rocks as a large blood-red smacked a large rock aside as Kevin pleaded for mercy, "Come on! I give! I give! I'm sorry!"

FLASH!

As Four Arms walked forward towards a Kevin a bright red light covered the Tetramand as Four Arms morphed back to Stan.

Slowly walking over, Stan confronted Kevin in his mutated state replying, "I just did. By about three hundred pounds."

Frowning slightly, Stan looked at Kevin as a depressed and sad look came over his face before he stated, "I guess I went to wild with that power. I don't have anyone else that can help me. Can you forgive me?"

Sighing sadly, Stan reluctantly explained to Kevin, "I don't think I can, to be honest. Not only did you nearly harm or kill hundreds of innocent people. You took and abused my power whilst forcing me and Ben to be your lackeys. I never want to see your face again. Your days of terrorizing New York are over."

Turning around Stan began walking over to the Tennyson trio who were waiting near the exit of the bridge.

"But aren't you being harsh specks?" Kevin mocked Stan.

Freezing in rage, Stan turned around and gritted his teeth as Ben spotted Kevin grinning.

"Stan, wait!" Ben warned Stan who ignored Ben ranting at Kevin, "Another thing, don't call me that name again or so god help me…"

THWACK!

"HAAAAAAA!" Kevin laughed loudly as he grabbed hold of Stan's right arm.

"AGGGHHHHH!" Stan panicked as he felt Kevin's grip on his arm increase as the Six-Armed Tetramand/Human hybrid used his other hand to pry the Omnitrix off Stan's right arm.

PULL!

"Let go of me!" Stan yelled out in pain as Kevin continued to pry the Omnitrix off.

"Stan!" Ben shouted out in anger before Max yelled at Kevin, "Leave him alone you bastard!"

Both Max and Ben ran to Kevin was Gwen watched on shock being worried to move.

"Oh man! You are so dim! Your mommy drop you on your head when you were a baby?" Kevin ranted to Stan as his sanity decreased even more as he dreamt of the power he could achieve with the Omnitrix.

WHACK!

Max punched Kevin on his back as the Six-Armed Tetramand/Human hybrid turned his head noticing Max and Ben.

"Let go of him you freak!" Ben shouted to Kevin who rolled his eyes before he moved his big arm.

WHAM!

Max and Ben were sent sprawling onto the ground as Kevin turned his attention back to the Omnitrix.

Kevin growled as he tossed Max and Ben back by using his big arm that sent the two sprawling onto the ground.

"Now then give me the damn watch!" Kevin declared to angrily before Stan ranted back, "You're such a blockhead Kevin! It won't come off!"

BEEP... WHRRR!

The Omnitrix dial suddenly flashed from a deep red recharging colour to a bright luminous green colour as Stan and Kevin watched on in shock.

"What in the...?" Stan whispered in confusion as he felt the Omnitrix glowing and shaking on his arm.

SPARK! GLITCH! BEEP! WHRRR!

Green energy from the Omnitrix flicked and spiralled between Stan and Kevin with different effects being enforced on both of them.

Kevin began shaking and shuddering violently with the energy output being forced into him.

Stan, however, felt very calm and peaceful as his eyes briefly flashed to a dark green colour due to the amount of DNA and energy being emitted from the Omnitrix.

The energy glow surrounding the two got bigger and bigger until...

BOOM! WHOOSH!

The energy from the Omnitrix exploded as Stan and Kevin went flying in different directions.

As Stan flew in the air, he felt almost in peace and harmony with his mind linking to the Omnitrix when...

WHUMP!

Max then caught the young and dazed hero in his arms gently as Ben and Gwen watched on in confusion noticing the Omnitrix reverting to the red recharging state.

Meanwhile, Kevin got the exact opposite as his body felt like it was being ripped apart and changed violently before he crashed into numerous support beams for the bridge as he slowly but painfully mutated back to normal.

KA-CRASH! THWACK! WHAM!

RUMBLE!

After taking a beating all night due to the combined efforts of the fire and the violent brawl that had taking place below it the 3rd street bridge finally gave way and began to collapse.

The bridge narrowly began falling apart as Max sprinted out the tunnel with a knocked out Stan in his arms with Ben and Gwen following him as the bridge and road above imploded in.

CRACKA-BOOM!

The massive bridge crashed onto the ground with rock and debris being sent in the air and on the ground with a small mushroom cloud of dust and debris blew up into the atmosphere as the nose finally calmed down and all went quiet.

With fires and smoke across the ruined bridge, Max gently placed Stan on the ruined pavement and began checking his breathing and pulse rate.

"What's wrong with him?!" Gwen said to Max in concern as Max replied, "I don't know. The blast from the watch must have drained him., It's hard to tell what it is."

Shocked and worried, Ben muttered in sadness, "This is my entire fault... Oh god, Stan!"

Kneeling, Ben began to shake Stan pleading him to wake up as Max and Gwen watched on.

"Stan! Please wake up!" Ben begged Stan as Gwen sighed saying back, "Ben… I don't think that…"

"NO! He's not like that." Ben shouted back as Max stated to Ben, "Alright calm down."

"Calm down?! This whole mess is my fault and now Stan's suffering for my mistakes!" Ben ranted in sadness as tears began leaking out of his green eyes.

Unknown to Ben, however, Stan's eye lid's slowly peered open as he smiled happily at Ben who stopped crying and muttered one last time, "I'm so sorry. You're my best friend... Please don't leave me."

"Well, don't worry I am going nowhere am I?" Stan calmly stated to him.

Smirking, Stan slowly leaned up off the dirty ground as he stared at the shocked Tennyson trio before he looked at Ben.

"That was payback for earlier Ben." Stan spoke to Ben who froze and stated back, "I know."

Ben then hugged Stan back.

Surprised, Stan hugged Ben back in response with the friendship between the two now restored.

Gwen smiled happily as well with Max grinned confidently whilst Stan winked back the two before he stopped hugging Ben and asked Max, "So I guess Kevin's gone for good right?"

"We don't know really." Max shrugged to Stan as Gwen noticed Kevin groaning before yelling out, "Look over there!"

Looking over, Stan and the Tennyson trio noticed Kevin emerged from the rubble in his normal human state looking rather battered and injured.

Glaring at Stan, Kevin ranted angrily, "This is not over... I..."

SPARK! WHIRRR!

Suprised, Kevin looked down at his hands in horror.

His hands were no longer glowing blue with the energy flowing upwards from his hands.

He had lost his energy absorbing power.

"No, my powers!" Kevin shouted brokenly.

Looking around, Kevin noticed the Tennyson trio and Stan watching him before he turned around and ran off into the tunnel openly crying in sadness.

"Jeez, I can't help but feel bad for him now," Stan said out loud to the others as Ben remarked, "You can say that again. Hopefully, Kevin won't cause us any more problems."

"Come on; let's move out before the cops show up. We don't want any more trouble for today." Max informed the others as the group slowly began to leave the wrecked and ruined bridge behind them as the sound of police sirens echoed in the near distance.

Five hours later...

The Rust Bucket was now driving out of New York City with the sun dominating the bright blue sky of the new day.

Previously the group had gathered all their belongings and booked out of the hotel and were now moving on.

Inside the Rust Bucket, Gwen and Max were sat in the front section of the vehicle whilst Ben was sat in the side booth slumped down on the table.

At the back of the vehicle, Stan slept on the bed feeling exhausted due to all the various fights and action he had been through in New York.

Looking up from the table, Ben apologised again stating, "I'll say it again. I'm sorry Grandpa for everything."

"I know and you're my Grandson and all that. But you will have to earn my trust back slowly. Understood?" Max replied from the front as Ben said back, "Yes, Grandpa."

Ben lowered his head back onto the wooden table as Gwen sighed before she asked Max, "Grandpa?"

"Yes, Gwen?" Max asked Gwen to still focused on driving.

"Why are we leaving New York?" Gwen inquired to Max who stated, "Well, we were only booked in the hotel for one night and we have other stops on the road trip."

"Like what?" Gwen shrugged to Max who winked back explaining, "Well long term, I'm hoping to reach Mount Rushmore and camp out there for the night in the next few weeks. Our next stop is the town of Albuquerque short term."

"Sounds good I guess," Gwen suggested to Max before they both heard Ben calling out, "I agree. I just hope that things get easier from here on out."

The Rust Bucket then finally left New York City as the heavy load vehicle passed a sign stating, 'Thanks for Visiting New York!'

Meanwhile back in the New York subway...

CLANG!

Kevin kicked over a can in frustration before he glared in rage.

He was back in his home which had been ransacked and left in ruins with graffiti on the wall stating, 'You're a freak, Kevin.'

Noticing the graffiti, Kevin's mind drifted to the people who had done this to him.

Stan and Ben.

"Those damn brats... They made me this way... They thought I was a freak before..." Kevin muttered as he looked at his right hand.

FLICK!

Kevin's right hand became a Heatblast hand as it lit on fire as Kevin smirked darkly declaring, "Just wait until they see me now... Kevin 11!"

Grinning, then Kevin began psychotically laughing before his mind began breaking down with the residual energy from the Omnitrix filling him up with his body and mind becomes obsessed with revenge.

 **Authors note: Thanks for reading the longest revised chapter of Stan 10 yet!**

 **Remember to read and review!**


	8. Chapter 8: The Alliance

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Authors Note: Here is the next chapter for Stan 10! Enjoy!**

Italics: _Thinking._

Previously on Stan 10: Stan Hopkins and the Tennyson trio had finally reached New York City after almost a week of travelling eastwards.

Once in New York, Ben and Stan ended up arguing and falling out due to a disagreement at a hotel.

As a consequence of this fallout, Ben and Stan ended up meeting a new kid called Kevin who was shown to have energy-absorbing and manipulation powers.

Kevin's lust for power leads him to use Stan and Ben as lackeys until Stan finally protested and fought Kevin as Heatblast.

However, this ended up having significant consequences as Kevin discovered that he could absorb the DNA and energy from the Omnitrix that Stan used.

After a quick but brutal battle, Stan ended up beating Kevin for good.

Following on from the Kevin incident the group is now travelling north-west towards Mount Rushmore, the next major stop on the trip.

Fate, however, has proven that Stan will soon end up encountering a bigger threat then Kevin himself…

Chapter 8: 'The Alliance.'

The Chimerian Hammer continued to orbit the lush blue planet of Earth with the vessel looking like a plight in the empty void of space.

WHOOSH!

On the ship, two circular orange spider-like probe droids were dispatched from the ship as they plummeted down to the planet below.

Inside the command centre of the ship, a Robotic drone watched the probes plummeting down below on a holo-screen.

"The drones have launched my lord. Equipped with the improved tracking system, they should be able to find and retrieve the Omnitrix." The robotic drone explained to Vilgax.

Turning around, the robotic drone looked towards the healing tank Vilgax was in.

The healing tank was now fully sealed except for a small hatch where two blood-red eyes gazed out from the orange liquid.

"They may find it... But retrieving it will not be easy... Urgh... Whoever posses the Omnitrix continues to be an opponent of extreme danger... And inspiring brilliance..." Vilgax ranted with his voice rasping in the tank.

Meanwhile back on Earth in the U.S...

The group had left the busy and bustling city of New York behind having travelled towards the nearby state of New Mexico to the city known as Albuquerque.

Albuquerque is very similar to New York in that it is the capital of the state and is the biggest city in that region.

The Rust Bucket was parked outside a petrol station on the outskirts of Albuquerque.

The thick blustery heat soared outside the gas station as Max refuelled the Rust Bucket up with diesel.

"Never gonna give you up... Never gonna let you down..." Max muttered under his breath as he whistled the rock tune of the song.

Inside the convenience store, an intrigued Stan looked around some of the various books and DVD's as he pondered, "Hmm... What's on sale?"

Looking around at the collection of items, Stan noticed Ben walking down another aisle.

Moving down the other aisle, Ben noticed Stan walking over as he greeted Stan, "Oh, hey Stan."

"Ben." Stan greeted his friend back.

Rumble...

Noticing his hungry stomach Ben mused hungrily, "Man I'm starved."

"Well, Max did say we could choose what we liked." Stan informed Ben who turned around and said, "Hey, look over there."

Turning his head, Stan noticed a large pile of chocolate chip cookie boxes stacked on top of each other as the boys walked over to the stack.

"I recommended things like Apples and Bananas instead of Cookies." Stan advised Ben who shrugged replying, "Eh, cookies will be fine for me."

Taking out a box from the pile, Ben looked at the box hungrily whilst Stan noticed the pile starting to wobble and tilt over as gravity affected it.

WHOOSH! FLAP!

The boxes collapsed one by one falling like a stack of dominos as Stan noticed Gwen in the way of the collapse.

Reading a magazine, Gwen noticed the nearby boxes before the pile buried her underneath.

RUMBLE!

"Uh, my bad." Ben mumbled in embarrassment as Stan sighed saying, Oh boy."

THWACK!

Gwen's head then popped up from the pile of boxes as she glared at the boys annoyed.

"Smooth move Tennyson," Gwen muttered to Ben who laughed slightly whilst Stan facepalmed in annoyance.

"Need a hand, Gwen?" Stan asked Gwen as he moved over to the stack of boxes.

"Yes please Stan, I swear the doofus gets on my nerves at times," Gwen mumbled under her breath as Stan helped her climb out of the pile of boxes.

"Well, you and Ben slowly seem to be getting along together better," Stan suggested to Gwen who shrugged and replied, "Maybe..."

"Yo! You two coming?" Ben called out to Stan and Gwen.

Gwen sighed slightly as Stan removed the last box below her with Stan remarking, "Come on, we should fix this mess and then leave."

"Good idea," Gwen spoke back to Stan before the kids got to work clearing up the mess of boxes scattered on the floor.

Five mins later...

Ding! Creak...

Stan pushed open the door to the store as Ben walked out carrying a box of cookies as Gwen followed behind him clutching a bottle of water and a granola bar.

Smirking, Stan closed the door walking after Ben and Gwen with a packet of fruit in his left hand.

Swoosh...

Max focused as he used a cloth to wipe the front window of the Rust Bucket with a thick layer of dust and a blue smiley face with text that said 'Wash Me'.

As Max wiped away the graffiti, he spotted the kids walking over before starting to Ben, "Ah, nice artwork Ben."

"You know, it does make a statement," Ben responded agreeing with Max.

WHOOSH! BLAM!

A nearby van then ignited with flames before the vehicle exploded loudly.

Surprised, the group turned around and noticed three figures emerging from the smoke.

"No. That's a statement!" Gwen shouted out in horror as Stan agreed to answer back, "Oh boy here we go again..."

Slowly, three robbers emerged from the smoke.

They were wearing leather clothing and armour along with thick blacked out helmets covering their heads.

Each robber was carrying large and prototype experimental laser guns that seemed to have been stolen or acquired illegally.

The leader of the group stepped forward with her helmet being identifiable with two green eyes located on either side of the helmet with a gaping mouth on it.

"Man, they don't seem like ordinary thugs," Stan mumbled as the lead robber noticed Stan talking before glaring back and speaking in a feminine voice, "What the hell are you looking at?"

Immediately, Stan sealed his mouth shut as Max moved in front of the kids protecting them before the robber muttered, "I can't have any witness..."

The robber then aimed the large gun towards the group.

BEEP... ZAP! SPARK!

The gun then glowed with a powerful yellow laser charging up inside it.

"Kids get back now!" Max shouted out as Ben gulped yelling, "Duck!" "And cover!" Stan finished off as the group scattered.

WHOOSH!

The laser beam narrowly missed the group as Max shoved the three kids to safety behind the Rust Bucket.

BLAM! CRASH!

The laser beam crashed into support for the petrol station as rocks and debris flew in the air as Max slid onto the ground narrowly missing the laser beam.

"Grandpa!" Gwen yelled in shock before Ben pleaded to Stan, "Stan, get him out of there!"

"On it! I'm going to use the Four Arms!" Stan shouted back as he activated the Omnitrix.

BEEP!

The exposed core popped up as Stan scrolled to the Four Arms silhouette before he slammed down the core of the glowing watch.

FLASH!

A large green flashed behind the Rust Bucket briefly as Four Arms emerged from the light crouching down near Ben and Gwen.

Cracking his knuckles, the Tetramand confidently boasted, "This should be a decent warm up."

CRACK!

The back door of a truck was smashed open as the robbers began grabbing and hauling out a large amount of money from the vehicle.

"This is a great haul!" One of the robbers shouted out happily as another one agreed saying, "Yeah, these new weapons kick ass!"

"Alright, girls. I know you're excited, now we just need to..."

"RARGHHH!" Four Arms shouted out loudly interrupting the lead robber.

WHOOSH!

Confused, the robbers looked up and noticed Four Arms flying upwards before he landed on the ground.

THWACK!

The impact sent the robbers flying into the air briefly before they all crashed back onto the ground.

SMACK! WHUMP!

Satisfied with the dazed robbers, Four Arms turned around and shouted to the Tennyson trio, "Go, get out of here!"

Nodding, Max led Ben and Gwen away from the scene as Four Arms turned around and noticed an elderly driver emerging from the wrecked truck.

"Hey, old man. Are you okay?" Four Arms called out to the elderly driver.

The elderly driver turned around and noticed the large alien.

"AAAAHHHH!" The elderly driver screamed before he ran off into the distance.

Shrugging in embarrassment, Four Arms muttered to himself, "Huh, wonder if that was a yes?"

BEEP... ZAP! SPARK! BLAM!

"GAH!" Four Arms yelled in shock as the Tetramand was sent flying into the column structure of the petrol station.

KRACK! WHAM!

Rubble and debris crashed onto the Tetramand with the column structure of the petrol station cracking even more.

Groaning, Four Arms slowly pushed some rubble off him as the Tetramand noticed the lead robber recharging the laser gun.

BEEP... ZAP! SPARK! WHOOSH!

The laser beam blasted towards the gas station as Four Arms narrowly ducked avoiding the laser beam.

BLAM! SLICE!

The laser beam sliced through a nearby petrol pump as the Tetramand noticed the gas pump.

"Go ahead and fry up freak." The lead robber darkly declared with the other robbers chuckling as well.

KA-BOOM! WHOOSH!

The gas pump exploded with a large cloud of gas and smoke covering the Tetramand with a large fire forming around him.

"Stan!" Max called out in shock with Ben and Gwen watching in horror as the robbers watched on smirking before they regrouped together.

"Right! let's get the cash and…" The lead robber commanded before she was interrupted.

SLAP! WHOOSH!

The sound of two large hands being clapped could be heard with the smoke vanishing with the fire swirling before Four Arms leapt high into the air.

"HAAAAA!" Four Arms yelled as he slammed his fists onto the ground.

WHACK! SLAM!

The impact caused the robbers to scatter and slam into different objects before the Tetramand stood upwards and cornered two of the robbers near a wrecked lorry.

THUNK!

Gripping onto the two robbers with his upper hands, Four Arms bluntly pointed out, "Time to see who you are..."

SMACK!

Crushing the helmets of the robbers, Four Arms noticed the identities of the robbers were female.

Shocked, Four Arms froze as the robbers gulped in fear before the Tetramand muttered, "Huh? You're all women?! Well that was unexpected."

BEEP... SPARK! BLAM!

Another laser beam blasted into Four Arms as he was once again sent skidding onto the road as the lead robber threw her helmet onto the floor.

She had thick red maroon hair and pale skin along with several piercings on her ears.

She was wearing a black jacket along with a grey shirt, brown jeans and grey gloves.

Meet Rojo, a highly dangerous robber.

"Well isn't that sweet?" Rojo sarcastically replied.

Smirking, Rojo watched as the other robbers regrouped near her having managed to scramble away from Four Arms.

"Orders boss?" one of the robbers asked Rojo who spoke back, "Yeah, fry this Four-Armed freak for good."

As the robbers laughed darkly, Four Arms heard Ben and Gwen shouting out to him.

"Stan quit goofing around!" Ben shouted as Gwen agreed to yell back, "Yeah, clobber them!"

Glaring at the robbers, the Tetramand then heard a familiar sound.

Bzz... Whirr...

Looking upwards, Four Arms spotted Vilgax's probe drones flying downwards with him thinking, " _That is one of the drones that attacked the campsite! Must be a model line..."_

SWOOSH! BLAM!

The probe drone swopped downwards and fired a pair of large red laser beams.

BLAST! CRASH!

The laser beams decimated the ground as the robbers narrowly dodged the laser beam scattering into different directions.

SLICE! THUMP!

"Humf!" Four Arms grunted as the Tetramand dodged the lasers sidewards.

SKIRT!

The laser beams then sliced the truck cabin in half before it exploded.

CRACKA-BOOM!

The truck cabin exploded sending fire and smoke in the air with dollar bills being flown in the air because of the explosion.

Annoyed, Rojo grabbed hold of the dollar bills muttering in annoyance, "Hey! This is my heist!"

"You can have it!" one of the robbers shouted out to Rojo as the other one agreed to call back, "Agreed! This crap is too crazy!"

The other robbers quickly fled the scene panicking as Rojo dropped the dollar bills.

"Pathetic cowards..." Rojo muttered in disbelief as she grabbed her gun and began pacing around the area.

WHOOSH! SLAM! CRASH! BLAM! BLAST!

Peeking from behind the Rust Bucket, the Tennyson trio noticed Four Arms throwing various rubble at the probe drones which continued to fire red laser beams at the Tetramand.

However, Four Arms was unaware that Rojo was slowly walking behind him.

"We have to help him." Ben muttered in shock as Gwen hushed Ben, "Quiet!"

"Sshh..." Max spoke to the kids before he noticed a nearby tire on the ground.

Smiling, Max leaned down and grabbed hold of the object and aimed the object towards Rojo.

BLAM! WHOOSH! CRASH!

Four Arms narrowly attempted to swipe one of the probe drones with his upper right hand not noticing Rojo approaching him from his back.

Aiming her gun at the Tetramand, Rojo smirked muttering, "Say goodnight..."

THWACK!

"UGH!" Rojo yelled in pain before the robber collapsed onto the floor dazed with a rubber tire landing on the ground near her.

Moving from the Rust Bucket, Max noticed Four Arms grabbing hold of a lead pipe as he called out, "Stan! Those drones are after the watch!"

"I know Max! These things are like wasps!" Four Arms responded as he swung the pipe towards the drone.

WHOOSH! CLANG!

Groaning, Rojo slowly crawled up from the ground rubbing her head in pain.

Realizing what had happened, Rojo aimed her tun towards Max as he stepped back in shock.

"You'll get your's, old man." Rojo retaliated angrily to Max.

Beep... SPARK! BLAM!

A massive laser beam was fired from Rojo's gun as Max quickly ducked down and avoided the beam.

Smirking darkly, Rojo aimed the gun upwards as the laser beam followed suit.

SLICE! CREAK... RUMBLE... CRASH! SMACK!

The laser beam sliced the roof of the gas station as huge rocks and debris crash-landed on Max.

"ARGH!" Max shouted out in pain and shock as he slammed onto the ground injured and covered in dust and debris.

Ben froze in shock as Gwen placed her hands over her mouth as they noticed blood leaking from a cut on Max's forehead.

"GRANDPA!" Ben and Gwen cried out in shock and distress.

Four Arms had also witnessed this horrific event as the Tetramand began shaking in anger and fear before he cried out loudly, "NO MAX!"

Enraged the furious Tetramand gritted his teeth as he saw Vilgax's drones flying down towards him.

THUD!

Dropping the lead pipe onto the ground, Four Arms used both of his upper hands to grab hold of the struggling drones.

WHOOSH! THUNK!

"Nice try..." Four Arms muttered he glared and yelled loudly, "RAGGGHHHH!"

SLAM! CRASH!

The Tetramand slammed both of Vilgax's drones together.

The impact caused the drones to crumble and fall apart like paper.

Still not done, Four Arms turned towards Rojo with the drone wreckage.

Then Four Arms shouted out a taunt that stunned Rojo, Ben and Gwen with the taunt being, "Take this you heartless bitch!"

The Tetramand then hurled the wreckage of the drone towards a stunned Rojo.

KA-THWACK! WHAM!

Rojo cried out in pain and shock with her and the drones clattering onto the ground.

Grinning, Four Arms noticed the injured Rojo thinking darkly, _"Man, that was a bit reckless, I guess my anger got the better of me."_

No longer caring about Rojo, Four Arms sprinted over to Max.

THUMP!

Ben moved rubble and debris off Max as Gwen panicked mumbling, "We need to get him to a hospital!"

"Then help me!" Ben shouted out in annoyance to Gwen as Four Arms arrived.

Kneeling, the Tetramand flicked the rocks and rubble aside off Max.

RUMBLE! CRASH!

Then, Four Arms gently grabbed hold off Max and grabbed hold of Ben with his other arm and holstered him onto his back.

Panicking, Gwen took out her mobile phone and declared, "I'm calling 911!"

WHOOSH!

Gwen was then grabbed by the back of her shirt as Four Arms holstered her onto his back.

Ben and Gwen were now riding Four Arms on his back whilst his lower hands were holding onto Max tightly.

"No time! I'll get us up to the hospital." Four Arms yelled before the Tetramand began sprinting across the ground.

THUMP! THUMP! WHOOSH! THUNK! WHOOSH!

The Tetramand then jumped off into the distance with the ground shaking as the Tetramand vanished from the scene.

A few mins later...

Rojo groaned as she slowly moved her head from the dusty ground muttering in annoyance, "Dammit, My heist was ruined because of that thing."

Standing up, Rojo regained her bearing as she looked around at the damaged area before she spotted the wrecked drones lying in the debris field.

"Hmm, who where you freaks?" Rojo asked in confusion as she examined the wrecked drones.

Leaning down, Rojo grabbed hold of one of the heads of a probe drone.

CRACK!

The head separated from the rest of the body as she looked at it with intrigue as Rojo observed, "I've never seen tech like this before..."

Beep...

Suprised, Rojo noticed the probe drone beeped and activated again.

THWIP!

A cable then launched from the drone towards Rojo's neck.

"URGH!" Rojo cried out in pain as she dropped the drone onto the ground.

THUNK!

Groaning, Rojo kneeled onto the ground as her DNA began to mutate and change.

SPARK! GLITCH!

First, her pale skin morphed into a bright vibrant red colour as various cables and circuitry morphed into her body.

"What's happening?!" Rojo muttered in pain and confusion as her clothing began to rip apart.

RIP!

Rojo's trousers and sleeves ripped and fell apart with the red circuitry morphing onto her legs.

SKITCH!

Next, three thick blade appendages struck out and ripped from her arms on each side.

Finally, Rojo's eyelids closed and reopened revealing bright red eyes filled with circuitry similar to that of Vilgax's drones.

Struggling, Rojo's vision faded and flashed multiple times as two police cars then arrived on the scene.

HONK! HONK! SCREECH! WHOOSH!

Several police officers emerged from the vehicles with the police commander taking point and yelling to Rojo, "Freeze! Place your hands on your head and..."

The police commander ceased talking upon discovering what had become to Rojo.

Rojo had become a lethal and deadly cyborg.

Her clothing had gained new features such as spikes whilst her shoulders had morphed into laser guns that could be raised and extended at will.

Also, she had various spikes as her hands now morphed into spikey claws with her eyes having morphed into red cyborg eyes.

The most disturbing fact was that she still had human-like features such as the red hair that made her look even more terrifying.

Shocked, Rojo slowly looked and observed her new robotic body before she smirked darkly at the police officers.

"Hmph. I already did my time. It's time you scum paid!" Rojo shouted out loudly.

POP!

Rojo's shoulders then popped up revealing large laser probes that were connected to metal appendages.

Beep...

The laser probes then began charging up brightly as the police commander ordered, "OPEN FIRE!"

BLAST! PEW! CLANG! BANG!

Various bullet rounds slammed into Rojo with the bullet casings reflecting off the cyborg and crashing onto the ground.

Yawning, Rojo aimed her laser probes at the police cars.

BLAM! KA-BOOM!

One of the police car's exploded as smoke and flames went flying everywhere as the police commander shouted out, "FALL BACK!"

BLAST! THUMP!

The second police car exploded as the offices scurried away from the scene like rats with more smoke and debris flying into the air.

Smirking, Rojo kneeled and used her long claws to grab the money bag she had discarded earlier declaring happily, "Hahaha... This is going to be a blast."

The rogue cyborg then walked away from the chaotic scene as her trail of destruction and chaos began in Albuquerque...

Meanwhile, at the Albuquerque national hospital...

Inside the hospital, the trio of kids was in a hospital room where Max played on a medical bed as a doctor briefed the kids on Max's condition.

Sadly the injuries that Max had varied.

He wore a cast on his right leg with a large bandage covering his forehead along with several bandages to seal up the cuts he had gained.

Max was also connected up to an IV tube and an electric monitor that beeped every so often in the room.

Twiddling his fingers, Stan looked at the ground sadly before Gwen asked the doctor, "So how will Grandpa be?"

"Well, I'm afraid that your grandfather has suffered a severe concussion, he'll be out for several more hours. He also has several lacerations and a broken leg." The medical doctor explained to the trio of kids.

Shocked, Stan felt himself fall apart on the inside with the full extent of Max's injuries revealed to him.

"He's going to be okay right?" Ben asked the doctor who happily replied, "Well for a man his age, he is remarkably strong. He will be fine after some rest."

"Oh thank goodness." Stan sighed in relief as tears threatened to overwhelm his eyes.

"Hmm. Although it says on his admittance form that he was hit by a car bumper. Did someone back into him?" The doctor asked in confusion to the kids.

"The bumper flew through the air after this robot drone blew up the car." Ben bluntly admitted to the doctor.

Gwen and Stan frowned slightly at Ben as the confused doctor patted Ben on his shoulder explaining, "Well, Vivid imaginations are a good coping mechanism in situations like these."

"Yeah... Imagination." Stan replied to the doctor before he looked back at Max.

"Uh..." Max breathed in as Ben and Gwen also looked at Max who was breathing slowly and steady.

At the same time in outer space on the Chimerian Hammer...

In the command centre, a robot informed Vilgax, "The drones were destroyed."

"Well send out more then!" Vilgax rasped from within the healing tank.

"Ah, but my lord. We may not need to." The robotic drone informed Vilgax who demanded, "Explain then."

"As I was saying, it would seem that the drones have somehow merged with a human life form. I am receiving one combined signal, and that signal is on the move." The robotic drone explained to Vilgax.

"Hmm... Perhaps one head is better than two." Vilgax muttered darkly.

Back on Earth in the town of Albuquerque...

BLAST! SMASH!

The door of a jewellery store was smashed open as people fled from the store as Rojo's rampage across Albuquerque continued.

Inside the store, Rojo gleefully observed the carnage and mayhem she was causing before she noticed some rings and jewels in a nearby glass case.

Utilising her shoulder laser, Rojo aimed the probes at the glass.

BLAST! MELT! SMASH!

The glass melted away as Rojo then moved her hand into the case and scooped out the jewellery smiling.

CRUNCH!

However, the metal appendages on her hands ended up slicing the jewels into pieces of junk.

"What?! No! They're worthless now!" Rojo raged in anger as she discarded the debris onto the floor.

THUNK!

As the debris landed on the floor, Rojo turned and noticed another person trapped inside the shop.

Moving forward the cyborg prepared to attack when...

ZAP! RING!

Groaning in pain, Rojo felt her head aching with a ringing sensation blared like an alarm in her head.

The other person in the shop took the opportunity to escape as Rojo kneeled and gripped her head with her hands.

"Listen to me. Wherever you are." Vilgax demanded Rojo with his voice now clear and deep.

"Where are you? Who are you?! And how did you get in my head?!" Rojo asked in confusion as she steadied herself back up.

"No questions! You are here to serve me." Vilgax blared to Rojo.

Chuckling, Rojo sarcastically replied, "Oh really? Guess again. I work for me and only me."

ZAP! SPARK!

"ARGH!" Rojo howled in pain as she shocked in pain.

THUMP!

Kneeling, Rojo closed her eyes before reopening them.

Rojo noticed a bizarre dream-like trance with the sky is a dark orange colour with violent red lines streaking across the background.

"You now possess power you could have never imagined. But unless you find a way to use it, it will be worthless." Vilgax explained to Rojo as she stopped floating in mid-air.

Turning around, Rojo was now facing a holographic projection of Vilgax.

Shocked, Rojo looked at all the details of the alien creature with Vilgax's eyes flashing in a bright dark and red colour as Rojo muttered, "Oh my god..."

"Fulfil my demand, and I will teach you. Fail me and I will turn you to dust." Vilgax ranted to Rojo who gulped and replied, "So, what do you want?"

"Only one thing. A piece of valuable technology missing from my possession. And luckily you are already programmed to find it." Vilgax explained briefly to Rojo.

ZAP! SPARK!

"UGH!" Rojo grunted in pain as she closed her cyborg's eyes.

Reopening them, Rojo noticed that she was back in the empty jewellery store before the cyborg walked out of the store.

THWOOSH! BLAST!

Rojo then blasted off into the air flying ahead into the distance searching for the Omnitrix.

A short while later at the Albuquerque national hospital...

The medical doctor had now left the room as Gwen stated quietly to Stan, "Stan you heard the doctor, he's going to be fine. After all, he's Grandpa."

Turning his head to Gwen, Stan sadly replied, "I'm worried about him, Gwen."

"I'd be more worried about how a girl kicked Four Arms butt," Ben suggested to Stan as he tried to lighten the mood in the room.

"Big whoop de do. A girl beat me, I don't care right now." Stan bluntly replied to Ben as he left the hospital room.

Concerned Ben and Gwen followed Stan as they noticed him starting off the glass window outside.

"Are you okay?" Gwen asked Stan in concern as Ben added on, "Yeah, you seem depressed today."

"I don't know, I mean everywhere we go danger always seems to follow us. Like the drones that attacked us earlier were the same model from the campsite." Stan ranted out to Ben and Gwen in sadness.

Surprised, Gwen moved near Stan and said gently, "Now come on. You don't need to burden yourself all the time."

"She's right, you just need to think more openly and not carry all the guilt," Ben suggested agreeing with Gwen.

Turning his head, Stan replied saying, "I know, it's just if I had not found the stupid watch, then none of this would have occurred."

Having finished his rant, Stan leaned against the window and stared at Ben and Gwen before he froze and smiled slightly.

"What are you thinking?" Ben asked Stan who happily proclaimed, "I got it! Maybe I can use the watch to help Max! I think Upgrade or Ghostfreak would be good choices."

Frowning, Gwen and Ben had differing opinions with Gwen muttering, "I don't know..." as Ben happily suggested, "I think it's worth a shot."

Smiling back, Stan activated the Omnitrix as the exposed core popped up.

BEEP!

At the same time outside the hospital...

Rojo was flying above Albuquerque when her scanners activated.

BEEP!

Surprised, Rojo noticed the Omnitrix activating as her scanners spotted Stan using the alien device.

Recognising Stan, Rojo smirked darkly thinking about her revenge and reward muttering, "There you are."

Back in the hospital...

Stan was about to transform when Gwen stated, "Stan. I don't think going Upgrade or Ghostfreak would work."

"Why not?" Ben asked in confusion as Stan sighed explaining, "Well, Ghostfreak can't possess people and I am not sure what would happen if Upgrade merged with the medical equipment."

Slowly realizing how dire the situation was, the Omnitrix deactivated on Stan's right arm with the core popping down.

Beep...

Struggling to control his emotions, Stan felt his anger rise significantly before he snapped.

"Crap!" Stan yelled in rage before he raised his leg to a nearby bin and kicked it.

SMACK!

The rubbish bin toppled over with the contents of the rubbish spilling out on the floor as Ben and Gwen watched on.

"Dude, relax," Ben said to Stan as Gwen calmly responded, "Besides, everything will be fine."

"Sorry, I'm just in a bad mood." Stan apologised to Ben and Gwen who nodded back.

"ARGH!" Gwen gasped in shock before Ben and Stan turned their heads.

Rojo was plummeting down toward the hospital window.

"Holy crap!" Ben yelled in shock as Stan shouted out, "Duck!"

The kids narrowly stepped back from the window.

SMASH!

The window shattered as glass flew onto the floor as Rojo entered the corridor.

Gulping Stan stepped back from Rojo as she glared at the trio of kids.

"No way... The robber from earlier…" Stan muttered in shock as Rojo noticed Stan and yelled to him, "Remember me you damn brat? Now then... Give me the Omnitrix!"

"You want it? Then come and get it. Run!" Stan shouted out loudly.

Upon saying run, Stan turned around and immediately fled from Rojo as Ben and Gwen also sprinted after him.

Annoyed, Rojo activated her shoulder probe and charged it up.

Beep... SPARK! BLAM!

A large laser beam smashed into the wall of the corridor that narrowly missed the trio of kids.

Dust and rubble went flying across the corridor as Rojo smirked and began sprinting after the kids with her robotic feet clunking onto the ground.

Further down the corridor, Stan led the group with Ben and Gwen running with him on each side as Rojo skidded around the corner.

Beep... SPARK! BLAM! BLAST! BOOM!

Rojo fired more lasers as the kids ducked and dodged the laser beams with the blasts sending dust and rubble across the corridor with medical workers also being caught in the crossfire.

At the end of the corridor, the kids turned around yet another corner as Ben noticed some stairs nearby.

"Stairs!" Ben called out as Gwen and Stan stopped running with Stan passing Ben, "Good thinking Ben!"

Whumf!

The door was then pushed open as the trio of kids fled down the staircase.

BLAM! BLAST! RUMBLE!

Various explosions were heard in the staircase with screams and laser fire continued above in the corridor.

"Guys! That was the girl from the armoured car robbery earlier!" Gwen explained to Stan and Ben.

"I know! The question is how does someone mutate like that?!" Stan shouted in confusion before Ben realized, "Wait! There were the drones from earlier!"

Surprised, Stan stopped running on the staircase with Ben and Gwen stopping as well with Stan happily declaring, "Of course, it all makes sense now! The drones must have somehow fused with the robber from earlier!"

"But how is she like that?" Gwen muttered in confusion as Stan quickly theorised, "Her DNA and genetic structure must have been modified somehow like with Kevin."

KA-BLAM!

A large explosion blasted the door open as Ben panicked shouting out, "Less talking and more running!"

The trio of kids continued running down the stairs as Rojo emerged from the top of the staircase before she spotted the kids at the very bottom of the hospital.

Smirking, Rojo leaned over the railing and jumped off the staircase.

WHOOSH! THUD!

Landing on the ground, Rojo noticed the kids running out of the staircase as she continued to fire more laser beams from her shoulders.

BLAM! BLAST! BOOM!

Narrowly dodging the lasers, Gwen shouted out to Stan, "Okay, radical thought? Now would be a good time to go hero!"

"I know! We just need to find a clearing outside." Stan shouted back to Gwen before Ben noticed the exit door yelling, "Exit is this way!"

WHUMP!

The trio of kids then slammed open the entrance doors to the hospital as Stan noticed a series of ambulances lined up together outside.

Pointing over to the ambulances, Stan ordered Ben and Gwen, "Follow me."

Quickly moving, Stan led Ben and Gwen over to the ambulances just in time.

CRASH!

Rojo smashed open the glass door and stepped outside, looking around the cyborg began searching for the hidden kids.

Thunk... Thunk...

Peeking around the front of the ambulance, Stan ducked his head away from the cyborg as he crouched down near Ben and Gwen and Rojo taunted them saying, "We can do this the easy way or the hard way..."

With no response coming back, Rojo looked around and noticed the large canyon wall near the hospital.

Beep... SPARK! BLAM! BLAST! RUMBLE!

A series of laser beams slammed into the canyon wall causing the rock to fail with boulders tumbling down to the ground.

Shocked, the kids watched in horror as Rojo taunted Stan declaring, "Try and stop that if you can!"

Annoyed with Rojo, Stan activated the Omnitrix muttering, "Time to go Diamondhead!"

BEEP!

Ben and Gwen stepped back away from Stan as he slammed down the exposed core of the Omnitrix.

FLASH!

The area was briefly lit up with a flash of green light that faded quickly.

As the light faded instead of Diamondhead, Heatblast was present as the confused Pyronite muttered sarcastically, "Great, I wanted the alien crystal and I get the alien candle instead. I'll just have to improvise."

"Hey Heatblast is better than Grey Matter in a situation like this." Ben pointed out as Heatblast agreed to remark back, "Good point."

RUMBLE! SLAM! CRASH!

Looking upwards, Heatblast noticed the rocks continuing to tumble down as Heatblast muttered, "I know! The higher the temperature of an object, the quicker it will melt!"

Ben looked around in confusion whilst Gwen shrugged to Heatblast.

Grinning, the Pyronite cupped his hands and formed a large blast of fire in his hands before he aimed it upwards.

BLAST! WHOOSH! BLAM!

The fireball impacted the rocks as Heatblast hoped the impact would melt the rocks into debris.

However, Heatblast noticed that the boulders had ignited making the situation worse with Heatblast mumbling, "Okay, definitely not what I had in mind."

Quickly looking around the area, Heatblast snapped his fingers in realization and informed Ben and Gwen, "I've got a plan to divert the rocks! I need you two out the way through."

Nodding, Ben and Gwen sprinted away from Heatblast and the ambulances as the Pyronite looked at the ambulances and the rocks.

"Sorry, hospital folks. Better to lose a vehicle then your life." Heablast muttered under his breath.

Stepping, back Heatblast aimed his hands towards the ambulances and unleashed a massive column of fire from his hands.

BLAST! WHOOSH! HONK!

The searing heat of the inferno caused the metal on the ambulances to break and melt into goop with the horns of the vehicles blaring briefly before they fell silent.

As Heatblast finished his handiwork, he jumped out of the way of the burning boulders as each rock collided with the ambulance rubble.

THUNK! CRASH! RUMBLE!

The boulders then rolled down the road away from the hospital with hundreds of lives now having been saved thanks to the Pyronite.

"Excellent, The hospital is safe." Heatblast bragged as Gwen bluntly stated, "Um hello? There are people at the bottom of that canyon."

Pointing downwards, Ben and Heatblast noticed construction workers on the bottom of a bridge.

"Things just got worse," Ben muttered in shock as Heatblast calmly replied, "No worries! I'll fix this."

Running forward, Ben and Gwen watched as Heatblast sprinted ahead of the fiery rocks only for Rojo to come swooping downwards.

WHOOSH! THWACK!

"UGH!" Heatblast grunted as the Pyronite skidded onto the ground as Rojo smirked and laughed slightly.

Annoyed, Heatblast glared at the cyborg as she activated her shoulder lasers.

Beep... SPARK!

"Remember when you called me a bitch? It's payback time." Rojo taunted Heatblast who cockily replied, "That's because you are one."

BLAST!

Heatblast then pushed his body with a huge amount of heat aimed directly at Rojo.

BLAM!

The force of the explosion sent Rojo flying backwards across the ground.

"Ugh..." Rojo muttered before she shook her head and noticed Heatblast running off ahead of the rumbling boulders before he jumped off the roadside.

WHOOSH! BLAST!

Similar to what he did at the Sparksville dam, Heatblast utilised his forward momentum by sliding on his back upright to slide down the canyon wall.

Thump!

"Oof!" Heatblast grunted as he landed at the bottom of the canyon near the city of Albuquerque.

Looking around, Heatblast spotted a path near the river and quickly sprinted down the past as the fiery boulders continued rumbling down the road.

RUMBLE! WHAM!

Near the bridge, the workers who were on the structure noticed the incoming fiery boulders.

Panicking, the workers quickly fled from the area desperate to avoid the firey boulders.

Nearing the bridge, Heatblast skidded to a halt as the Pyronite grunted and began charging up his heat energy.

A bright orange aura of heat surrounded Heatblast as the Pyronite slowly raised his hands together.

WHOOSH! BLAST!

A massive amount of fire was fired from the Pyrnonite's hands aimed towards the bridge.

BLAM! CREAK! WHAM! SPLOSH!

The impact shattered the bridge with the structure failing and collapsing into the river.

Mere seconds later, the fiery boulders reached the end of the road and plummeted in as well.

HISS! RUMBLE! SPLASH! SPLOSH! WHAM!

Large splashes of water rippling across the river with a huge thick column of smoke rising from the river as the boulders stacked in the water below.

As the water calmed down, Heatblast moved over to the bridge observing his work muttering to himself, "Clean up 101, completed."

WHOOSH! GRAB!

The next thing Heatblast knew was that Rojo had swooped down and grabbed hold of the shocked Pyrite with both combatants flying in the air.

"Take this you freak!" Rojo taunted Heatblast before she threw Heatblast downwards to the ground.

THWOOSH! WHAM! SMACK!

Heatblast landed on a construction truck that was located on the opposite side of the bridge with people nearby fleeing the area from the combatants.

BEEP... SPARK! BLAM! BLAST! BOOM! KRAKABLAM!

Rojo then fired dozens of laser beams from her shoulder probes that caused catastrophic damage to the surrounding area.

Nearby vehicles and the surrounding buildings were ignited with destruction and carnage with dozens of craters and fires being formed in the aftermath of the destruction.

Various vehicles were tipped over or broken as windows fractured and collapsed and burnt with a huge black column of smoke seen rising above the area nearby.

From the hospital, Ben and Gwen watched the battle nervously hoping that Heatblast would win.

Exhausted, Rojo stopped firing her shoulder lasers and retracted her shoulder probes before she looked down and scanned the area for Heatblast.

The Pyronite was nowhere to be seen as Rojo chuckled darkly declaring, "Well then, time to find that watch."

CRACK! THUNK!

Suprised, Rojo glanced down and noticed Heatblast stumble out of the wrecked truck.

Heatblast had a few more cracks on his skin but the Pyronite seemed mostly undamaged.

"You want me?! Come and get me!" Heatblast yelled out to Rojo before he cockily bowed down.

Enraged, Rojo swooped downwards to Heatblast in response.

WHOOSH!

Chuckling, Heatblast narrowly ducked his head as Rojo flew above him ploughing through the smoke that an oil truck was giving off.

SCREECH!

Confused Rojo stopped flying in mid-air and turned around in confusion noticing Heatblast who spoke calmly informing Rojo, "See ya."

FLICK!

Heatblast flicked his fingers as a single spark of fire gently fell from his hand before it landed on the oil.

HISS! SPARK!

The oil ignited with the black tar substance catching fire with the flames spreading to Rojo who yelled, "Oh god!"

CRAKA-BOOM! WHOOSH!

The flames collided with the gas inside the tank which ruptured and exploded sending Rojo flying into the air far away from Heatblast.

Satisfied with his work, Heatblast turned around and began walking back towards the hospital.

Twenty mins later...

Back at the Albuquerque national hospital, the sounds of emergency sirens echoed outside the hospital as Stan closed a door.

Creak...

Once the door was closed, Stan looked around the now separate hospital ward Max had been transferred to.

Ben and Gwen were sat on either side of the bed as Stan slowly moved to the bed like a tired and recovering Max asked Stan, "Oh hey there kiddo. So what happened earlier with that ruckus?"

"Well Max, I was trying to use the watch to help you earlier. But this cyborg came out of nowhere and attacked us." Stan sadly explained to Max as he lowered his head.

"A cyborg?" Max asked in confusion as Gwen quickly explained, "Yeah, turns out that the drones from earlier fused with that biker girl from the garage."

"Good thing Heatblast sent her packing," Ben added to the conservation as Stan finished off saying, "Agreed, although she may come back yet though..."

Max looked at Stan before exclaiming happily, "Well, since they moved me into a new room and you have not gone alien since. We're safe."

"Yeah. Just for this second." Stan responded gloomily.

"Stan, we talked about this." Gwen spoke to him in worry as Stan ranted, "But what about tomorrow? I mean it's getting way too dangerous for you guys to be around me. If I didn't have this watch..."

"Then none of this weird stuff would be happening than right?" Ben finished with Gwen pointing out, "Yeah and since the watch won't come off, then there is nothing we can do about it."

"Maybe, maybe not," Stan suggested as Max calmly stated to everyone, "Why don't we all just relax and calm down for a bit?"

The kids all stared at Max before Ben nodded agreeing with Max as did Gwen and Stan who reluctantly did so.

With everyone now calmed down, Stan slowly sat on a spare hospital chair in the room thinking to himself, " _Oh man. What happens if that cyborg comes back and gets Ben and Gwen injured like Max? What if she keeps coming back and I can't stop her? What do I do?..."_

Slumping on the hospital chair, Stan felt his emotions continuing to swell within himself.

Meanwhile, on the other side of Albuquerque...

A small crowd had gathered outside a crater in an empty street with Rojo knocked out in the crater.

Slowly groaning, Rojo stumbled upwards and noticed the small crowd.

Shocked, the crowd stepped back before the majority of people panicked and fled the area as Rojo slowly walked out of the crater.

ZAP! SPARK! WHAM!

Grunting in pain, Rojo kneeled onto the floor with her robotic fist slamming onto the roadside.

Electrical energy surged through her body as Rojo felt her vision fading back to the dream world state from earlier.

"The Omnitrix. Where is it?" Vilgax blared out loudly to Rojo.

Annoyed, Rojo turned around and muttered to an impatient Vilgax, "I couldn't get it, and how nice! You never told me I would be fighting a superhero."

"It is of little importance, I merely demand that you…" Vilgax informed Rojo before she interrupted bluntly stating, "Really?! Guess what. I'm through working for you."

Enraged, Vilgax opened his rout and swallowed Rojo whole.

WHOOSH!

Panicking, Rojo was sent spiralling down into thick blackness as Vilgax ranted darkly, "You will get me the Omnitrix, and if you fail me again... Your meaningless criminal life will be over! Now then... This time make him come to you."

Vilgax then laughed darkly with his laughs echoing loudly as Rojo felt her vision fading before the cyborg awoke back on the empty streets of Albuquerque standing upright.

"Fine, time to lure out watch boy then," Rojo smirked darkly before she began walking off in the distance and began wreaking havoc in the town.

BLAM! BLAST! WHAM! BOOM!

Various explosions occurred in the wake of Rojo's rampage as she began attacking various buildings and nearby cares to lure out Stan.

A while later back at the hospital...

Stan finished scribbling down his note on a ragged piece of paper before he turned around and looked at the sleeping Tennyson trio.

Max laid on the bed sleeping quietly as Ben slumped on a chair snoozing loudly as Gwen was resting peacefully on a chair as well.

Stan gently placed the note on the hospital bed before he walked near the door and stated sadly, "I'm doing this for you guys so that I won't place you in danger again."

Sighing, Stan opened the door and walked out of the hospital room heading away from the sleeping trio.

Thirty mins later...

The fresh air howled slightly in a nearby park in the middle of Albuquerque.

Birds chirped loudly whilst people of all ages were walking around the park and taking in how beautiful it was.

On a nearby bench, Stan sat alone as the young child watched the sun slowly falling into the sky with the bly sky now a bright orange colour.

Looking around, Stan noticed a grandfather and son playing rugby with each other.

"I'm so glad we get to hang out this summer Grandpa!" the child happily shouted to his grandfather who chuckled and replied, "Same here."

As the duo continued to play, Stan couldn't help but be reminded of his own family back home in Bellwood and why his mom mattered so much to him…

(Flashback)

Six years ago in Bellwood on the date of 15th November 1999...

The city of Bellwood shined brightly in the cold winter night in mid-November.

Away from the main urban centre of Bellwood, a small residential area on the outskirts of Bellwood was shown where a specific house was located.

The house itself is of average size and scale.

The exterior possessed four windows on two floors each containing a different room with the door at the bottom of the property being a light white colour.

A garage was also connected to the left of the house as an extension whilst a front garden with several different species of plants and a driveway that connected to the garage was also present.

Inside the house in the comfortable living room, a woman who was 35 years of age was sat down on a couch using an old cell phone talking to someone else.

She had curly light brown hair and calm blue eyes as her fair skin tone radiated slightly being smaller than Max.

Her clothing consisted off a pair of neat brown trousers, some smart black shoes and a thick woolly white cardigan.

Her general tone seemed to be presentable but caring at the same time.

She loved her only child Stan having known to adore him beyond all comprehension with her personality overall being very nice and caring to others.

She is one of the nicest people that Stan has ever known in sharp contrast to Vilgax who he would meet nearly six years later.

Finally, she is very nice and social as she is good friends with Carl, Sandra and Max Tennyson.

Her name is known as Emily 'Maria' Hopkins.

Talking on the phone, Emily's light and fair voice explained on the phone confidently, "Oh hello Sandra, I'm doing fine. Ever since I split up with my ex, Freddie and moved into this new house. Things have gotten a lot better for me and Stan, I no longer feel stressed out and Stan is acting like his usual self again, it's a fresh start for me and him."

"Oh, I'm so glad the two of you are doing better after all that drama involving him. I just hope that Stan didn't understand what happened with the divorce." Sandra replied on the phone.

Sighing Emily replied explaining fully, "Well... It wasn't that easy for us at first. I and Freddie got along well when we first met in the late 1980s. It was great and he was supportive of having a family when Stan was born four years ago. However, things just spiralled out of control and got worse when Stan was diagnosed with autism when he was in pre-school... I'd prefer not to say any more Sandra."

Emily finished talking as the bad memories of Stan's diagnostic popped into her head and the aftermath the life-changing revelation had.

"Oh... You don't have to say anything personal Emily. I and Carl will support you fully along with our other friends." Sandra replied on the cell phone.

"Thanks... Anyway, how is Ben doing?" Emily suggested changing the subject as Sandra spoke back, "Ben's been doing fine. Sadly, Gwen does not get along well with him, and we're having to deal with his fear of clowns. So, we're trying to find some help for that."

"Ah... um, anything positive news?" Emily suggested to Sandra.

"Oh, we're having a nice meal of meatballs tonight," Sandra spoke to Emily.

Thump! Thump!

Knowing Stan was out of bed, Emily quickly spoke on the cell phone stating, "Oh, I've got to go Sandra. I'll call you later."

"Oh... Take care, Emily," Sandra replied on the other end before Emily turned the cell phone off and connected it back to the table.

Beep...

As the phone beeped in silence, Emily turned her head and noticed a four-year od Stan entering the room.

The younger version of Stan looked similar to his older counterpart except for a few notable differences.

His black hair was more curly and messy with his overall appearance being more innocent.

His clothing was also different with a pair of light brown glasses on his face along with him wearing pyjamas with matching trousers that had various Looney Tunes characters on them.

"You alright mommy?" Stan asked his mom with his voice being child-like and friendly.

Smiling, Emily asked Stan, "Oh sweetie... What are you doing out of bed? Is it story time?"

"Yippie!" Stan giggled in back in happiness.

A giggling Stan then ran out of the living room towards the staircase as Emily laughed and followed him upstairs to Stan's bedroom.

Creak...

As Emily entered the bedroom, she noticed Stan giggling in happiness as he clambered into his bed.

The bedroom was filled with a variety of different toys, books and games in the room based on childhood franchises and films in the late 1990s.

The walls were a bright vibrant and simplistic greenish yellow colour with a simple bed present in the corner of the room as Emily moved over the pile of toys on the floor and sat on the bed near Stan.

"So what should I read to you tonight?" Emily asked Stan.

Pausing, Stan's froze as he began thinking about what book he wanted to read.

"Could you read Beauty and the Beast mommy?" Stan eagerly as Emily who raised her eyes.

"And? What else do we say to thank someone?" Emily informed Stan who looked at Emily saying, "Please..."

Smiling, Emily leaned over and grabbed a nearby copy of Beauty and the Beast from a nearby bookshelf and began reading in a gently motherly voice, "Once upon a time..."

And so as Emily read Stan the book, giggles of laughter and happiness were heard from the room as the flashback ended.

Slowly sighing, Stan smiled enjoying the happy memories he had gained as a young kid.

"Well, it sure is a wonderful day isn't it?" A man asked Stan.

Suprised, Stan stopped daydreaming and noticed a man sat on the bench next to him.

The man seemed to be in his mid-30s to late 40s.

He had combed black hair and thick pale skin.

He was wearing a white lab coat with a matching pair of black shoes and trousers along with an orange shirt and a black tie.

He also wore a pair of light green goggles on his neck as well.

"Uh… Hi? Can I help you?" Stan asked the oddly clothed man.

"I would say that hello is a more verbal greeting for my liking, I'll admit that myself. What brings you here to this fine park anyway on this afternoon?" the man asked Stan.

"Well, it's complicated. I had to make some tough choices today." Stan admitted to him, keeping the details private with the Omnitrix.

"Ah, so you seek some alone time am I correct? Well, I have some advice if you like." the man suggested to Stan.

Rolling his eyes, Stan deadpanned stating, "Advice? From a guy with a lab coat? Yeah right."

"Well then, I will let you know this: 'Follow your heart. But take your brain with you'." the man surprisingly advised Stan who questioned him asking, "And why are you telling me that?"

"Well, It's just some advice to help you out in the near future. Anyway cheerio!" The man spoke to Stan before he smiled and walked off from the bench.

Baffled by the encounter, Stan blinked his eyes before he heard a nearby radio blaring out, "Reports say that the armoured assailant has incredible firepower and has blown up several police barricades before arriving at the police academy training centre in Albuquerque. The public is advised to..."

Ignoring the droaning radio, Stan got off the bench and walked away from the park as the Omnitrix glowed a bright green colour on his right arm.

Thirty mins later...

The sun had now risen on the other side of the world as the full moon once again dominated the thick blue evening in Albuquerque.

Inside the Albuquerque national hospital, Gwen yawned and woke up from her sleep.

Rubbing her eyes, Gwen noticed that Stan was missing from the hospital room.

"Stan?" Gwen muttered in confusion.

Noticing a sleeping Ben, Gwen nudged him.

"What, mom?!" Ben woke up in confusion as he mumbled sentences in confusion.

"Not now doofus. Stan's missing." Gwen explained to Ben who froze asking Gwen, "Wait, where did he go?"

Looking around the room, Ben spotted the note lying on the hospital bed as Gwen leaned down and picked it up.

Ben then read the note with Gwen stating out the contents, "Dear Ben, Gwen and Max. I care about you three too much to keep putting you in dangerous situations. It's better this way. See you soon; Stan."

As Gwen finished reading the note, Max awakened mumbling, "Kids... What is it?"

BZZZ!

The television in the room then began playing a breaking news report as Ben grabbed a remote and increased the volume of the TV.

"We interrupt this regular session with breaking news from CNN! The Albuquerque police academy is under siege from an armoured assailant. At least six police officers are injured as the violence is expected to continue and get worse. The mayor of Albuquerque has declared a state of emergency as he has requested that the military is deployed to intervene and stop the assailant as before the situation gets worse..." The TV blared out.

FLICK!

Ben then turned off the TV as both kids looked at Max before asking them, "Where's Stan?"

"I think I know where he went," Gwen suggested to Max as Ben added on, "And we need to find him."

As Gwen began to leave the hospital room, Max grunted and attempted to move from the hospital bed saying, "Wait! I'm coming as well."

"No, you guys wait here. I'm going out there myself." Gwen informed Max and Ben.

Surprised, Ben protested back saying, "Wait for what?! Why can't I look for my best friend?"

"Gwen please don't go out there, It's too dangerous," Max begged Gwen agreeing with Ben.

Gwen turned around and stated to Ben and Max, "Ben, I need you to keep an eye on Grandpa okay? Besides, he needs looking after, plus I need to teach Stan a lesson about running away."

Sighing, Ben quickly pondered his options before reluctantly agreeing, "Alright, I'll look after Grandpa. But make sure Stan comes back you hear me?"

Gwen nodded to Ben as she grabbed hold of the remote connection to the hospital bed.

Whrrr...

The hospital bed lowered dramatically as Max struggled to move to point out, "I can't get up now!"

"That's the point," Gwen spoke back to Max as Ben stated, "Sorry Grandpa. Guess I'm stuck with you."

Smiling, Gwen then ran out of the hospital room and down the corridor as Max continued to protest, "Gwen get back here! Darn it..."

Outside the hospital...

Creak...

Gwen opened the main door of the hospital entrance as she spotted a nearby ambulance where two medical workers talked to each other.

"They need us at the police academy." one of the medical workers informed his colleague with both workers not noticing Gwen sneaking into the back of the emergency vehicle.

Nodding, the other medical worker and his colleague both entered the front seat of the vehicle.

Peeking out the back door of the ambulance, Gwen closed the back door before the ambulance sped off towards the downtown area of Albuquerque.

SCREECH!

Meanwhile in downtown Albuquerque near the police academy...

Rojo smirked darkly as the police car she was carrying was hurled into the air before it came crashing down onto the ground.

WHOOSH! CRASH! BLAM!

The police car exploded into debris with the flames inside igniting the vehicle.

Smirking, Rojo looked at the police academy and activated her shoulder probes aiming them at the windows of the building.

BEEP... SPARK! BLAST! BLAM! SKIRT!

Two large laser beams cut through the windows and the roof of the building with the lasers peeling through the structure as glass shards and rubble rained down from the building on the ground.

Satisfied with her destruction, Rojo retracted her shoulder probes before...

WHOOSH! THWACK! ZIP! CRACK!

Something smacked Rojo in the face as the cyborg skidded across the road before she was smacked across on her back with the impact sending her tumbling onto the floor.

"Ugh..." Rojo muttered in pain as the cyborg rubbed her head noticing XLR8 as the Kincerlean hissed loudly, "Looks like you got this party started without me!"

Smirking Rojo stood up on the ground and observed XLR8 as the Kincerlean's tail lashed out violently on the ground.

"So back for round three? This will be the last one." Rojo declared to XLR8 who glared replying, "HISS!"

WHOOSH! ZIP!

XLR8 ran and jumped into the air with him aiming his legs in a flying kick towards the cyborg.

Smirking, Rojo quickly grabbed hold of XLR8's other leg.

CLUTCH!

"ARGH!" XLR8 cried out in shock as the cyborg hurled the speedster into the windshield of a nearby police car.

WHOOSH! CRACK!

The glass shattered into debris as XLR8 groaned in pain feeling the glass wedged into his back, "Owww..."

Slowly the Kincerlean rolled off the windshield and crashed onto the ground as XLR8 used his raptor-like trail to shake the glass debris off him.

"Urgh... I feel dizzy, she did a number on me." XLR8 groaned in pain as he noticed Rojo approaching him.

"He wants his Omnitrix. He can have it. This is getting too fun." Rojo muttered before she stopped walking and activated her shoulder probes.

Standing up on the road, XLR8 asked in confusion to Rojo, "Who's he?"

"The guy who hired me to get his watch back," Rojo explained as XLR8 replied, "Well, you'll have to catch me first!"

XLR8 then zipped and jumped upwards before he used his momentum and speed to deliver rapid-fire kicks at Rojo.

SMACK! KICK! CRACK!

"Urgh!" Rojo grunted in annoyance as she used her hands to block the numerous kicks XLR8 was delivering to her.

"Stay still you little brat!" Rojo yelled to XLR8 is the Kincerlean shouted back, "Stay still? After all one good lick deserves another!"

WHOOSH! ZIP! THWACK!

XLR8 finished his combo by utilising a powerful roundhouse kick that stunned Rojo briefly.

The Kincerlean then flipped in the air before he landed smoothly on the ground.

Retracting his helmet, XLR8 noticed Rojo shaking her head before the cyborg glared at him.

In response, XLR8 glared back at her with each combatant ready to continue the fight.

SCREECH! RUMBLE!

Surprised, the two combatants turned around and noticed a large T-84 U.S. cameo military tank rumble over the road before it paused aiming the large cannon on the tank at the aliens.

Inside the tank, three soldiers inside the vehicle received orders from a radio inside.

"This is Liteauntant Steel, You have permission to engage the targets over." the radio informed the soldiers as the tank operator spoke back in the radio saying, "Roger Steel, Fury One is engaging the targets over."

The giant military tank slowly moved closer and pointed the cannon towards the combatants.

Gulping nervously, XLR8 slowly stepped back before...

WHOOSH! ZIP!

The Kincerelan vanished having made a tactical retreat away from the tank.

Rojo glared at the tank fazed as she turned around and noticed XLR8 waving at her a few dozen meters away.

THWOOSH! BLAM!

The tank fired a large missile at Rojo that exploded and damaged the road blinding the area with thick smoke.

XLR8 covered his eyes by using his arms to block the smoke from his vision before he noticed the tank moving forward through the smoke.

SCREECH! RUMBLE!

"Engaging target two." the tank operator informed the command centre on the radio in the vehicle.

Before the tank could fire at XLR8 again, the massive vehicle was slowly lifted upwards in the air.

Creak...

Shocked, XLR8 noticed Rojo sparking slightly as she held the tank in the air with her two arms.

"She's as strong as Four Arms!" XLR8 muttered in disbelief as Rojo mocked the tank operators, "Nice try, but speedy is all mine."

Inside the tank, the commander ordered his soldiers, "Fall back and regroup!"

Whump! Whoosh!

The tank operators in the vehicle jumped out and retreated from the area as Rojo then used her surprising strength and hurled the tank towards XLR8.

WHOOSH! CRAKABOOM!

The tank exploded with another cloud of smoke and debris occurred as parts of the vehicle ended up scattering onto the road.

Smirking, Rojo looked through the smoke thinking XLR8 was defeated.

THWOOSH! ZIP!

XLR8 then rushed behind Rojo using his rollerblades as momentum with the Kincerlean taunting out loudly, "Missed me."

Annoyed, Rojo glared at XLR8 before she moved forward and attempted to swipe the Kincerlean.

WHOOSH! THWACK!

Dodging, Rojo's attack, XLR8 swiped Rojo with a large right hook that stunned the cyborg again.

"HAAA!" XLR8 yelled as he slammed his left fist onto Rojo's robotic face yelling, "And this is for Max!"

CRACK! SKIRT!

XLR8 slammed his right hand onto Rojo's robotic chest and dug his claws into Rojo's chest.

"ARGH!" Rojo yelled in shock as XLR8 then hurled his arm upwards using all his momentum and strength before he let go of Rojo.

WHOOSH! KA-CRASH!

Rojo flew into the air and crashed onto the road as smoke and rubble blasted from the road.

Panting in exhaustion, XLR8 watched the smoke obscuring Rojo as he muttered, "And stay down…"

Sighing in relief, XLR8 slowly turned around and began walking off when he heard robotic footsteps clunking behind him.

Shocked, XLR8 turned around and noticed Rojo emerging from the smoke not looking battered or damaged at all.

"Is that all you got?" Rojo cockily taunted XLR8 who froze shouting in shock, "No! That's impossible!"

Smirking, Rojo reactivated her shoulder probes and then fired a large laser blast at XLR8.

BEEP... SPARK! BLAST! KA-WHOOSH!

The impact sent XLR8 skidding onto the road as the alien landed outside the police academy before he slowly regained his bearings.

HONK! SCREECH!

A medical ambulance then arrived at the police academy as the medical workers inside of the vehicle climbed out of the driving seat carrying a medical kit.

"Who needs help?" A medical worker asked calmly.

WHOOSH! KA-THWACK!

"ARGH!" XLR8 yelled as the Kincerelan crashed onto the ground as Rojo landed on him.

"Haha..." Rojo chuckled darkly as the cyborg used her robotic feet to crush the Kincerelean.

CRUNCH!

"GAH!" XLR8 howled in pain as Rojo continued to increase the pressure on her robotic foot.

"Ugh... I can't move properly..." XLR8 whimpered in pain as Rojo chuckled muttering, "Good."

WHUMP!

Rojo then stepped off XLR8's chest before she used her thick claws to graze the Kincerelan's chest.

"Ugh..." XLR8 whimpered in pain as blue blood leaked from his chest.

Smirking, Rojo then noticed the medical workers before mocking XLR8, "Tch, you're pathetic speedy."

Whump!

Rojo then dropped the dazed and injured XLR8 onto the floor before the cyborg smirked evilly and began walking over to the medical workers.

Shocked, the medical officers began panicking and ran away from Rojo as the back of the ambulance door opened.

Creak...

Peeking out her head, Gwen noticed Rojo and XLR8 as the Kincerelan spotted her muttering in awe, "Gwen?!"

Filled with happiness and wonder upon spotting Gwen, XLR8 slowly moved up off the ground before...

THWOOSH!

Before Rojo knew it, the tired XLR8 had zipped by the cyborg quickly as he g grabbed Gwen by her shirt from the back of the ambulance door.

ZIP! WHOOSH!

XLR8 then rushed off and flew into a nearby alleyway before he skidded to a halt.

Calming down, Gwen noticed a tired and injured XLR8 as his mask flicked upwards were a happy and shocked face was present as XLR8 asked Gwen, "What are you doing here?"

Crossing her arms, Gwen bluntly reminded XLR8, "It's better this way. Sound familiar?"

"Yes, it is familiar. But what about Ben and Max?" XLR8 asked Gwen who spoke back, "They're back at the hospital safe."

Nodding, XLR8 replied stating, "Look I didn't mean to..."

BEEP! BEEP! BEEP!

The Omnitrix symbol on XLR8's chest then began to beep red as he muttered in shock, "And so does that beeping!"

FLASH!

A bright red light covered the Kincerlean as the alien slowly morphed back to Stan as the red light faded away.

Sighing in annoyance, Stan shouted out, "Great, the watch needs to recharge."

KA-BLAM!

The sound of something exploding along with shouting and bullets being fired could be heard as Rojo's robotic footsteps clunked towards the alley.

Realizing the horror of what Rojo could do, Stan turned to Gwen and yelled, "Come on!"

"Do you even have a plan?!" Gwen shouted back to Stan who responded, "Run and hide!"

"Hmph!" Gwen huffed in annoyance as she followed Stan who began running down the alley.

Turning around the corner, Rojo noticed the two kids running down the alley.

Grinning, Rojo began hovering in mid-air and pursued the kids as the chase continued.

A few moments later...

The two kids emerged from the other side of the thick alleyway arriving outside an obstacle course in a training facility.

Scraping around the corner, Stan tripped over on his feet slightly as Gwen sprinted ahead of him.

Shaking his head, Stan continued running after Gwen just before Rojo hovered above the alleyway.

BEEP... SPARK! BLAST!

Activating her shoulder probes Rojo fired more laser beams at the two kids.

BOOM! BLAST! CRASH!

Rubble and debris went flying in the air with a thick cloud of smoke covering the kids who vanished in the smoke.

Continuing to sprint ahead in the smoke, Rojo ran past a training marque of a human figure that was slanted sidewards.

Stan and Gwen then peered out from behind the figure before both kids sat down against the figure panting in exhaustion.

"Okay, I'm sorry for running away." Stan spoke to Gwen who criticized him saying, "Stan, How could you?! We're here to support you."

"Look I know you're right. But this is my weird watch. And I need to fix this mess. My fight, my issue. Not yours! Stan explained to Gwen angrily.

"Yeah, but you're my cousin's friend and mine. Besides friends look out and support each other." Gwen pointed out to Stan.

Sighing, Stan rubbed his hand over his face muttering back, "I guess. But I just don't want you and Ben to get injured like what happened to Max."

Finally having enough of Stan worrying all the time, Gwen cleared her throat before fully explaining, "Look, We think about you a lot and we don't know what will happen to us every day. We can only do so much in life that makes us who we are on the inside and out. So please quit worrying about us being injured shortly and we'll work together to take out this cyborg once and for all."

Stunned at Gwen's explanation Stan slowly looked at her before he replied, "I guess that does make sense... But how can you help me?"

"We think of a plan together." Gwen confidently boasted to Stan.

BLAM! BOOM! WHAM!

Peeking around the figure, the two kids noticed Rojo blasted the surrounding area with more lasers as she yelled in annoyance, "Come on out you damn brats!

"She's persistent." Stan pointed out as Gwen noticed a nearby door whispering, "In here."

Turning around, Gwen pointed to a back door as Stan nodded before the two kids sprinted away from the figure and over to the back door.

Creak...

The emergency exit door slowly creaked open as Stan carefully opened the door with Gwen following him before she closed it.

Creak...

Looking around the building, Stan and Gwen discovered they were in a gym that was closed for the night as the electrical lights hummed in the empty building.

Running past a variety of training equipment, Gwen felt her pocket vibrate as she discovered that Stan's mobile phone was ringing.

Sprinting to a halt near an exercise bike, Gwen took out the phone and placed it to her ear asking, "Hello?"

"It's your Grandpa Gwen, could you let me talk to Stan?" Max inquired from the phone.

"Sure." Gwen replied to Max before she handed the phone to Stan stating, "It's for you."

Gulping, Stan grabbed hold of his phone and placed it to his ear introducing himself, "Hey... Max. Your probably annoyed at me aren't you?"

Sighing on the phone, Max explained, "Look, we care about you, so please don't have all this burden on yourself. Plus it's not your fault I'm injured. It's her."

"Well, I've got a major problem. She's become an industrial cyborg that none of my aliens can take out." Stan pointed out to Max.

"Stan, if you can't destroy it from the outside. Take it down from the inside." Max said calmly.

Stunned by Max's idea, Stan smiled happily as the brilliant but obvious idea was pointed out to him with Stan complementing, "That's brilliant... Thanks, Max!"

Stan and Gwen froze as the brilliant but obvious idea flew through him.

"You're welcome. Now go and stop her for good." Max supported Stan.

Beep!

Stan turned off his phone before he handed it back to Gwen who said to him, "Looks like you're not better off without Grandpa either."

"Okay, you were right. I should have gotten you guys to help me." Stan spoke back having realized his error and flaw.

Smiling, Gwen winked back to Stan.

Surprised, Stan smiled back as his cheeks briefly flared red.

BEEP!

The Omnitrix then beeped brightly as the red colour vanished to be replaced by the more common green colour having now fully recharged.

"Does that watch have a mind of its own?" Gwen asked Stan who shrugged and said back, "I sometimes get the feeling it does. Time to go Upgrade and tear the cyborg apart for good."

Stan then activated the Omnitrix as Rojo detected the device activating in her eye scanners.

"I have you now," Rojo muttered under her breath.

Smirking, Rojo flew upwards from the training course to the gym's roof.

BLAST! BLAM! CRASH! RUMBLE!

Various shoulder laser beams fired from Rojo pierced the structure of the building.

Inside the gym, Stan and Gwen narrowly scrambled to cover behind some gym equipment.

"Is Upgrade ready yet?" Gwen asked Stan who nodded replying, "Bingo! My favourite alien is ready."

Turning the dial, Stan turned the dial from XLR8's to Upgrade's silhouette before he eagerly tapped down the exposed core.

FLASH!

Gwen moved back as Stan began to transform into Upgrade.

The Omnitrix sank into his right arm as a smiling Stan embraced the digital and electronic change as his skin morphed into a thick black metallic substance with green wiring present slowly covering his body quickly.

His hands morphed into larger but simpler hands as did his feet.

He then turned around as the substance covered his body as his face slowly changed into a bright singular green eye whilst his clothes morphed into a white jumpsuit that covered the majority of his lower body.

To finish off, the green lines that connected to his eye morphed on his body like circuits as Upgrade posed with his eye smiling with the Omnitrix symbol glowing on his chest.

As the green light faded, Upgrade turned to Gwen and grinned happily muttering, "This is going to be so awesome..."

KA-CRASH! WHOOSH! THUD!

Rojo finished blasting the roof as the cyborg leapt into the building via the hole in the roof she had made.

Once inside, Rojo began patrolling around the gym searching for Stan.

Noticing Rojo, Upgrade modified his body into a blob-like state and slowly slithered onto the roof like a parasite using the walls to traverse across the ceiling.

SPLAT! Slither...

Thunk... Thunk...

Rojo slowly walked through the gym narrowly passing Gwen who was hiding behind an exercise bike.

Walking past Gwen, Rojo tried to focus her scanners on finding Stan not noticing Upgrade morphing from the blob state back to his normal humanoid form.

SPLAT! Slither... Whumf!

Hanging from the roof, Upgrade used his arms to support himself as Rojo walked below the Galvanic Mechamorph.

"Where are you brat?" Rojo muttered under her breath as Upgrade taunted back, "Right above you."

SLIP! WHOOSH! SPLAT!

Grinning with his eye, Upgrade's hands let go of the ceiling before he plummeted onto Rojo like a parasite.

"What the hell?!" Rojo yelled in shock as Upgrade began using his conversion technology to merge with Rojo's cybernetic systems.

"Time to shut you down!" Upgrade shouted to Rojo as the Galvanic Mecamorph then utilised his merging abilities more as he slowly began to cover Rojo's body.

"Urgh.." Rojo grunted as she struggled to pull off Upgrade who slowly covered the top half of her body.

ZAP! SPARK!

Various electrical sparks flew wildly off the pair as Rojo struggled to pull off the technomorph alien.

Struggling again, Rojo collapsed onto the floor and began to shake violently.

On Rojo, Upgrade also felt odd with his vision blacking out briefly.

 _"What is going on?! I feel odd..."_ Upgrade thought in shock.

ZAP! SPARK! WHRRR!

Shaking his head, Upgrade then found himself drifting in Vilgax's dream state.

Surprised the Galvanic Meachamorph grinned slightly and began floating around in the odd environment.

"Well, I did always want to experience Zero-G space." Upgrade giggled happily as he did notice Vilgax slowly emerging from behind him.

Vilgax looked intrigued and shocked when he discovered the Omnitrix user right before him.

Both Stan and Vilgax would now encounter each other for the first time and begin a long antagonistic relationship that would last for years if not decades.

Turning his head around, Upgrade then noticed Vilgax's giant body starting right at him.

Dark red eyes started at the Galvanic Meachamorph with the large hallucination being twice the size of him.

"GAH!" Upgrade yelled in shock as his eye widened in fear.

Smirking Vilgax noticed Upgrade beginning to shake as the alien became frightened.

"Listen to every word I say. Be afraid." Vilgax blared out loudly to Upgrade.

"Urgh..." Upgrade whimpered in fear speechless as the Galvanic Mechamorph floated back.

Upgrade slowly placed his hands and covered his face as Vilgax continued to threaten the young hero like a demon from hell.

"You cannot run. You can not hide from me. I will find you and when I do... I will retrieve my Omnitrix and destroy you!" Vilgax darkly ranted to Upgrade.

WHOOSH!

Vilgax then opened his mouth as Upgrade screamed in fear loudly being swallowed by the giant hallucination.

Plunging into darkness in the dream state, Upgrade frantically shook his head trying to wake up.

Back on the outside...

"Urgh..." Rojo grunted before she successfully peeled off Upgrade who was weaker and easier to throw off due to him being frightened by Vilgax.

WHOOSH! CRASH! SPLAT!

"Owwww..." Upgrade whimpered in pain as the Galvanic Mechamorph slid against a support groaning and shaking in fear.

Shocked, Gwen watched Upgrade having near seen him in that state before muttering in worry, "Stan?!"

"Ow... I don't feel good." Upgrade groaned in pain slowly recovering.

Ignoring the mumbling alien, Rojo reactivated her shoulder probes and targeted Upgrade.

BEEP... SPARK!

Shocked, Upgrade noticed the shoulder probes charging up before...

WHOOSH! BLAM! BLAST!

Upgrade narrowly dodged the laser beam as he utilised his slimy mobility to dodged the laser beams.

Annoyed, Rojo continued to fire more laser beams at the Galvanic Mechamorph.

BLAM! ZIP! BLAST! CRASH! WHACK! SLAM!

Upgrade continued to dodge and the laser beams as Rojo raged in annoyance, "Stay still!"

Various explosions of dust and rubble sent clouds of dust flying through the gym as Gwen covered her mouth and nose ducking down from the skirmish.

Smirking, Upgrade ran over to a weighing machine and began merging with it.

SPLAT! WHRRR! Slither...

The machine slowly changed colour with green and black lines forming over the machine with a white outline with Upgrade's eye finally morphing into the centre of the machine.

"Time to work out! First some weight lifting!" Upgrade shouted out loudly.

The weighing machine arms then moved forward as Upgrade manipulated the technology.

WHIRR! SLITHER!

The weighing machine arms then slithered around Rojo as the cyborg was grabbed forward and sent hurling towards the weighing machine.

WHOOSH! THWACK! SPARK! WHACK! ZAP! CRACK!

"Oof!" "Ow!" "Ugh!" Rojo cried out in pain as her robotic body glitched and sparked several times during the impact as she was slammed numerous times on the weighing machine.

Feeling infuriated, Rojo scraped her metallic feet onto the weighing machine as Rojo struggled to break free.

Smirking, Upgrade then let go of Rojo.

WHOOSH! SLAM!

Rojo was sent sprawling off the weighing machine before she crashlanded onto a treadmill.

Seeing his opportunity, Upgrade quickly merged away from the weighing machine before he morphed into the treadmill as Rojo slowly regained her vision.

SPLAT! WHRRR!

Fusing onto the treadmill, the machine changed to be black with various green lines as Upgrade responded, "Now for a quick jog!"

SCREECH! WHRR!

Upgrade then forced the treadmill into overdrive.

The sudden speed sent Rojo flying off the treadmill as she soared towards the weighing machine.

CRASH! WHACK! SKIRT!

The weighing machine imploded with the machine crumpling onto the floor as Rojo groaned in pain as dust rose up from the floor.

SPLAT! Slither...

Morphing back to his normal form, Upgrade slowly morphed off the treadmill and watched as Rojo ripped debris off her.

Enraged, Rojo activated her should probers again before she fired more laser beams.

Upgrade smirked with his eye before he ducked down and slid sidewards across the floor missing the laser beams.

BLAM! BLAST! WHOOSH! SKID! CRASH! WHACK! SPLAT!

The laser beams blasted the roof, equipment and walls of the gym with more debris and rubble falling onto the floor as thick dust clouded the room.

"STAY STILL, DAMN YOU!" Rojo ranted in anger and rage as Upgrade laughed back in response.

Peeking out from a knocked over a table, Upgrade yelled back, "You are not the only one that can fire laser beams!"

Activating his eye, Upgrade focused as green energy started to spark from it.

BEEP... FLASH!

A massive green laser beam was fired towards Rojo.

BLAM! KA-CRASH!

The green energy beam stunned Rojo briefly before she gritted her teeth in anger and began firing red laser beams back in response.

Upgrade retaliated back by firing more green laser beams in response.

BLAM! BLAST! CRASH! BOOM! WHOOSH! THUNK! CRACK!

Dozens of red and green coloured laser beams were fired from both sides with explosions occurring in the building as dust and debris slowly collapsed from the roof.

Rumble...

Watching the battle, Gwen noticed the roof of the building started to fail and destabilize as part's of the roof began plunging into the gym.

TWHACK!

The back door of the gym was sent flying open as Gwen turned around stunned by this.

Three SWAT soldiers then entered the gym and began observing the interior when Gwen called out to them, "Duck!"

BLAM! BLAST!

Stunned, The SWAT soldiers quickly dodged a red laser beam that Rojo had fired.

The soldiers then regrouped and glared at the cyborg recognising the target as the Swat commander ordered, "Open fire on the contact!"

BLAST! PEW! CLANG! WHACK!

Covering her ears, Gwen watched as the SWAT soldiers opened fire with the Mp5 machine guns they were carrying.

The bullets ricocheted off the metallic skin Rojo possessed as the cyborg glared at the soldiers before she aimed her shoulder probes at them.

Noticing this, Upgrade stopped firing green laser beams from his singular eye before he sprinted forward to Rojo.

WHAM! THUMP!

Upgrade rammed his body into Rojo as both ended up dogpiling onto the floor narrowly missing being shot by the soldiers.

"Ugh!" Rojo cried out struggling to break free from Upgrade's grip who was gripped the rogue cyborg on the floor stating loudly, "Now this won't hurt a bit."

SPLAT! WHRRR! Slither...

Slowly merged into the cyborg, Upgrade obscured Rojo's vision as green lines and black wiring covered the cyborg with Upgrade's eye covering her face.

ZAP! SPARK! FLASH! GLITCH!

Rojo's body sparked and shook violently with electrical energy and sparks flicking across the room like wildfire as Gwen and the SWAT soldiers watched on with differing reactions.

ZAP! SPARK! FLASH! GLITCH!

As Rojo continued to shake violently inside, Upgrade was busy restoring Rojo to normal.

The Galvanic Mechamorph carefully broke down the electrical circuits and other robotic sections that had merged to Rojo's DNA.

Slowly and painfully, Upgrade rewrote Rojo's genetic code and DNA from cyborg back to a normal human.

As Rojo finished shaking, her DNA and genetic code were slowly changed back to normal as Upgrade then morphed off Rojo.

SPLAT! Slither...

Forming back to his normal humanoid form, Upgrade observed his work on Rojo who grunted in pain, "Urgh.. Get out of me!"

"First of all, I'm am off you and two, I lied," Upgrade spoke back to Rojo as she slowly stood up.

SKIRT! SPARK! ZAP!

Rojo's robotic face slowly morphed from red back to normal human colour as her bug like eyes slowly cracked.

CRACK! SNAP!

The bug-like eyes then peeled off her face as the metal broke and cracked onto the floor as her face morphed back to normal.

Creak... SKIRT! CRACK! WHACK!

The rest of Rojo's metallic body followed suit with the remaining robotic pieces fell off and clattered onto the floor.

Shocked, Rojo observed her normal human form as Upgrade placed his arms over his chest satisfied with his work.

"I'm normal again..." Rojo muttered in shock as Upgrade taunted her saying, "Abnormal is way more like it."

Looking at Upgrade Rojo walked forward pleading, "Look I don't know what came over me. Come on please you've got to help me."

Annoyed with everything Rojo had done to him and Max, Upgrade bluntly stated like a parent coddling a child, "You are nothing more than a common thug and criminal who is only out for yourself, I refuse."

Sighing slightly, Rojo looked around and noticed the laser rifle she had used earlier had also morphed back to normal in the debris field of drone parts scattered across the floor.

Grinning, Rojo gently said to Upgrade, "I'm just a girl."

"So? I'm just some guy." Upgrade replied as the Galvanic Mechamorph rolled his singular eye.

Whumf!

Rojo then used her foot to leap the laser rifle upwards from the ground and flipped it into her hands.

Beep... ZAP! SPARK!

Rojo aimed the laser rifle at the Galvanic Mechamorph who stepped back and prepared to fight back when...

"Guess what? So am I!" Gwen yelled out to Rojo running over to her.

"Hugh!" Gwen shouted out as she leapt into the air and delivered a flying roundhouse kick to Rojo's face.

WHAM! CRACK!

Gwen's shoe impacted Rojo's face as the thug landed on the gym floor knocked out with her laser rifle clattered onto the floor

"Ugh..." Rojo groaned in pain as Upgrade grabbed hold of the experimental laser rifle.

Creak... SNAP!

Using his strength, Upgrade snapped the laser rifle in half before he threw the remains of the weapon into the pile of robotic debris in the gym.

"Nice roundhouse kick Gwen." Upgrade complimented Gwen who smirked replying, "Eh, you weren't too bad yourself."

Rumble...

CRACK! BOOM! SNAP! WHAM!

The structure of the gym then began finally falling and collapsing with the sound of metal and debris breaking echoed through the building with the ceiling beginning to cave in.

"Gwen, we've got to go!" Upgrade shouted to Gwen.

Gwen quickly nodded back and ran away from Upgrade who carefully kneeled and scooped up the unconscious Rojo in his hands before he followed Gwen.

Outside the building, a large crew of police officers and SWAT soldiers watched the building imploding in on itself just as the last SWAT soldiers ran out of the building.

CRACK! RUMBLE! CRASH!

THUMP!

Gwen and Upgrade quickly sprinted out of the gym just before it finally collapsed.

CRACKA-BOOM! WHOOSH! RUMBLE!

As the structure imploded, a massive mushroom cloud of debris and smoke emerged from the site with the massive cloud blowing upwards into the atmosphere.

The inside of the building was also ripped and destroyed with the cybernetic enhancements that Rojo was using ended up buried in the rubble of the wrecked building.

The thick black smoke mushroom cloud slowly cleared up from the area as the remains of the building fell silent.

Sighing in relief, Upgrade and Gwen watched as a SWAT soldier moved to Upgrade nervously stating, "Um... I'm afraid you're going to have to come with us."

Rolling his singular eye, Upgrade handed over the unconscious Rojo speaking back, "She's all your's officers."

Handing over Rojo to the SWAT soldier, Upgrade waved goodbye before he sprinted off into the distance.

Smiling, Gwen waved goodbye before she ran after Upgrade as well leaving a bunch of confused Swat soldiers behind.

"So what do we do now commander?" One of the SWAT soldiers asked his commanding officer.

"I believe we got lucky today boys. This girl is Joey, who is a wanted fugitive known to run a gang of highly dangerous thugs and robbers." The SWAT commander muttered in disbelief and surprise.

"So that creature captured her right? The SWAT soldier asked his commander who replied, "Indeed, I believe that Lieutenant Steel will be very interested to hear about this."

Meanwhile with Upgrade and Gwen...

The two were hiding a back alley near the ruined gym as the Omnitrix symbol on Upgrade's chest began beeping red.

BEEP! BEEP! BEEP! FLASH!

Upgrade quickly morphed back to normal as a large red light blinded the Galvanic Mechamorph before it faded revealing a smiling Stan.

"So are you back to normal now?" Gwen inquired Stan who replied, "Yes, I am for a significant period of time. It's been a busy day for all of us because of the cyborg incident."

"Oh, and another thing," Gwen added to Stan.

"Um, what?" Stan asked Gwen who huffed pointing out, "You promise you won't do a stunt like that again where you face something deadly on your own?"

"Well, no promises guaranteed. But I'll do my best to stick together with you three as a team." Stan replied casually.

Gwen smiled back at Stan who nodded and smiled back as well.

The two kids then began walking back to the hospital as the full dominated the bright night sky in the evening.

Several hours later outside Albuquerque hospital...

The sun was now shining brightly in the clear blue sky with the next day has arrived.

Creak...

The Tennyson trio and Stan emerged from the front entrance of the hospital with everyone looking happy and amused.

Max was now using a pair of crutches between each arm to allow him to work properly over time.

Breathing in the fresh air, Max sighed in relief as Ben asked him, "So how does it feel to be outside again Grandpa?"

"Feels great Ben. I'm glad that we can get back out on the road again." Max replied to Ben.

As Max lead led the way with Ben walking near him as the Rust Bucket was parked in the car park, Max heard Gwen and Stan talking behind him.

"So Stan, what happened back there in the gym? It's like you were possessed or something." Gwen said to Stan remembering Upgrade's reaction.

"I don't know. It was like when I became Upgrade and morphed into that cyborg. I saw some kind of bizarre dream state and a very deadly looking squid-like alien." Stan stated to Gwen remembering the vision he had as Upgrade.

Shuddering, Stan slowly recalled the events from his memory more as Ben and Max began listening in on the conservation.

"And we were both floating in space for some reason and then I see this giant octopus-like face with red eyes staring at me. And then he began to talk to me and he said something scary that I'll probably never forget for a long time." Stan muttered in fear.

"Which is?" Ben asked Stan in confusion.

"That I should be afraid and that he will find me…" Stan whispered to Ben before he noticed a stunned Max frozen in shock.

"Grandpa? You look afraid." Ben replied having noticed Max as Stan questioned, "Since when were you scared? with Gwen finishing off, "Yeah, you don't look so good."

Pausing, Max frowned slightly before looking at the kids and replied, "I'm fine and you three will be fine as well. As long as we stay together."

"Sounds good enough for me," Stan spoke back smiling at Max.

Creak...

The kids then walked into the Rust Bucket via the side door as Max was paused and looked upwards at the sky.

"Vilgax... I won't let you harm Stan." Max muttered under his breath as he continued to look towards the sky.

As Max stared at the sky, the city of Albuquerque and then the planet Earth was visible as the Chimerian Hammer continued to orbit the planet.

Inside the spaceship, the rejuvenation tank had now fully sealed up.

Except for a small hole in which a pair of blood-red eyes glowed from the tank...

 **Author's note: The rewrites for this chapter was among some of the longest rewritings I've had to do for the overall story, thankfully the new version of this chapter is a lot better than the old one in my opinion. :)**


	9. Chapter 9: Last Laugh

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome back to Stan 10!**

 **This chapter is one of the creepiest I've written so far mainly due to the horror and psychological nature the antagonist of this chapter has.**

 **Anyway, enjoy reading the chapter! ;)**

Italics: _Thinking._

Previously on Stan 10: Stan Hopkins and the Tennyson trio have moved on from New York arriving at the city of Albuquerque as the first stop on the trip to Mount Rushmore.

However, after a significant incident in which Max was injured badly, Stan was forced into realizing that wielding the Omnitrix would cause his friends to be harmed because of his actions.

Whilst he had to deal with this issue, drones that Vilgax sent morphed with a female robber known as Joey who ended up becoming a dangerous and chaotic cyborg that pursued Stan for the Omnitrix.

Eventually, Upgrade was able to hack and dismantle Rojo from the inside.

However, Stan and Vilgax ultimately met for the first time.

Now moving on from Albuquerque a more dark and sinister threat is slowly emerging from a circus…

Chapter 9: 'Last Laugh.'

It was a thick and dull day with grey overcast clouds blocking out the light off the sun.

The Rust Bucket was parked in a medium-sized car park outside a boardwalk near a large river where a large funfair was visible.

In the funfair, the sounds of people cheering and laughter echoed in the distance from the funfair.

Unknown to most people on the pier, two common criminals were scaling down a metallic ladder near the edge of the pier.

Below the ladder, a small rickety wooden rowboat bobbed on the water of the lake.

Splosh... Creak...

Bubbles slowly began to rise near the boat as the criminals climbed down the ladder not noticing the bubbles.

"Knocking over that yacht was a piece of damn cake." One of the criminals complemented smugly as he entered the wooden boat carrying a rucksack of loot.

Smirking, his colleague entered the rowboat muttering back, "You can say that again, one of the funniest things I've done for a while."

The two criminals couldn't help but laugh together as they prepared to escape as the bubble level under the water increased significantly.

"Grrrrr..." Something growled underneath the water.

Confused, the criminals stopped laughing as one of them asked, "You hear that Gary?"

The other criminal known as Garry shrugged back before calmly saying, "It's probably nothing, I'll just check."

Peering his head over the water, the criminal noticed more bubbles rising quicker from the water.

Splosh! Splash!

A pair of bright green-grey fish-like eyes then glared from the water with an angler light glowing the water.

Surprised, the criminal moved his head back when...

SPLASH! WHOOSH! GRAB!

Ripjaws emerged from the water as the Piccies Volann grabbed hold of the criminal's face.

"MPH!" The criminal gulped in shock and pain struggling to breathe as the criminal noticed Ripjaw's toothy face emerging from the water.

The Picciss Volann then dragged the criminal under the thick murky water.

SPLASH! SPLOSH!

Confused, the other criminal turned around and heard brief screaming under the water until it went quiet again.

"Garry?" The criminal muttered in confusion as he froze in fear and began walking closer to the water.

THWOOSH! SPLOSH!

Ripjaws popped his head out of the water and smirked at the criminal darkly.

"What..." The criminal mumbled in shock as Ripjaws licked his shark-like teeth hungrily thinking, _"Man, my second time using Ripjaws and I'm like the shark from Jaws."_

Laughing to himself, Ripjaws shook his head and noticed the criminal scrambling off the wooden rowboat and began climbing onto the metallic ladder.

Seeing his opportunity, Ripjaws sunk back under the water and pursed after the criminal.

On the wooden pier, the criminal ran for his life as other people in the crowd watched on either not caring or briefly glimpsing.

A few moments later...

"Phew..." The criminal panted in exhaustion as he stopped running and looked around checking if the coast was clear.

KA-SPLOOSH! WHOOSH! THUNK!

Below the pier, the water erupted in a large column as Ripjaws used the momentum to leap out of the water and landed on the wooden pier.

Soaking wet and hydrated, Ripjaws glared at the stunned criminal who slowly moved back in fear.

Surprised, various pier goers watched as the Piscciss Volann cornered the criminal who spoke to him declaring, "Just give up bub, That money belongs to its rightful owner."

"What did you do to Gary?!" The criminal shouted back in fear as Ripjaws calmly boasted, "He's with the cops."

Gulping, the criminal stepped back before he bumped into a nearby hot dog stand.

The hot dog stand was not in use as the criminal noticed a can of gasoline strapped to the stand.

Smirking darkly, the criminal stepped behind the hot dog vendor before he grunted and used his strength to push over the hot dog stand.

Whoosh! CLANG! SPLAT!

The hot dog stand toppled sidewards onto the wooden pier with sausages and oil leaking onto the wooden pier.

Surprised, Ripjaws noticed the oil forming a circle around the Piscciss Volann before.

ZAP! SPARK!

A broken electrical cable from the can of gasoline ignited the gases trapped inside the oil as the substance ignited on fire.

WHOOSH!

Gulping, Ripjaws realized he was trapped in a circular inferno of heat as the Piscciss Volann began feeling the after-effects of the heat.

"Urgh..." Ripjaws grunted in pain as he collapsed onto the wooden floor struggling to breathe as his fish-like body was starting to swell in the thick temperature heat.

"COUGH! COUGH!" Ripjaws coughed in pain as the criminal smirked darkly mocking Ripjaws, "Ha! Gotta love an old-fashioned fish fry!"

The criminal then casually walked away from the scene carrying the rucksack of money away from Ripjaws.

"Urgh... Can't breathe... Need water..." Ripjaws groaned in pain as the Piscciss Volann then collapsed onto his knees on the hollow wooden floor.

Creak! Thud!

Surprised, Ripjaws traced his webbed hands over the wooden boards before realizing and muttering, "Wait... The floor..."

Grinning slightly, Ripjaws raised his left fist and smashed it downwards onto the weak wooden floorboards of the pier.

KA-CRACK!

The wooden floor of the pier decayed with a hole forming in the structure.

Ripjaws then dived bombed into the water away from the roasting inferno.

WHOOSH! KA-SPLASH!

"Ahhh..." Ripjaws breathed in happiness as the water resoaked his dried skin, looking upwards, Ripjaws decided to dive back down into the murky water.

SPLOSH!

On the wooden pier, the criminal chuckled thinking he would escape the money as boasted, "Humph. A fish freak could not stop me!"

Rumble...

The wooden pier then began shaking before Ripjaws smashed through the wooden floor.

THWOOSH! THWACK! CRASH!

Ripjaws's head smashed the wooden floorboard as the Piscciss Volann leapt up near the thug onto the wooden pier.

Crouching down, Ripjaws utilized his shark-like teeth and chomped down on the criminal's left leg.

Painfully.

CRUNCH!

"ARGHHH!" The criminal howled in agony as he felt the shark-like teeth penetrating his left leg preventing from moving properly.

Blood leaked down from the criminal's wound as Ripjaws then used his shark-like mouth to hurl the criminal upwards like a ragdoll in a video game.

"GAH!" The criminal yelled in shock and pain as he tightly clutched onto his money bag as Ripjaws them growled slightly and began spinning around quicker and quicker.

And then he let go of the criminal's bleeding leg.

WHOOSH!

The criminal went sailing in the air as Ripjaws mockingly spoke to the criminal, "Strike!"

SLAM! CRASH! THWACK!

The criminal then crash-landed in an arcade booth.

Due to the impact, several cans from a nearby ball game then toppled onto the injured and bloodied criminal as other people watched on in shock.

Smirking, Ripjaws licked his shark-like teeth before the Piscciss Volann moved over to the arcade booth and noticed the beaten criminal.

As a small crowd surrounded Ripjaws, someone within the crowd began clapping before exclaiming happily, "That thing is a hero!"

This revelation caused some of the other people in the crowd to began debating about Ripjaws as the sound of emergency vehicles was heard in the distance.

Several mins later...

The scene was now swamped with medical personnel from an ambulance along with four police cars as some police officers kept the crowd back.

Nearby, the police slowly moved the arrested criminals into a nearby police car.

Both criminals were covered in bite and claw marks as a blond police officer talked to Ripjaws who was standing nearby.

"I don't care what anybody says. You circus freaks are okay by me." The police officer said to Ripjaws.

Confused, Ripjaws stated bluntly to the police officer, "Circus freak? I'm not a circus freak. I'm an alien from outer space."

"So where do you come from?" The police officer inquired Ripjaws who said, "No time officer, I've got things to do."

Grinning, Ripjaws jumped upwards and dived off the wooden pier back into the water.

WHOOSH! SPLASH!

The stunned crowd watched Ripjaws vanished as the police officer that was talking to the Pisciss Volann leaned over the railing muttering, "Looked like a freak to me."

In the deep water, Ripjaws quickly swam south away from the pier and back towards the car park where the Rust Bucket was parked.

Nearly twenty mins later...

The Rust Bucket was now driving in a small town a few miles away from the pier as the thick clouds continued to bog up the sky.

Inside the Rust Bucket, Stan was sat at the front seat reading a Batman graphic novel where he was fighting the Joker.

"Man, the Joker is a creepy ass clown, I'm glad he does not exist..." Stan pondered as he continued to read the graphic novel.

Near Stan, Max happily hummed to himself as he drove the large vehicle down the empty side road.

Further, in the RV, Gwen and Ben were relaxing in the side booth before Gwen looked out the window and spotted a cartoonish sign.

The sign had a creepy looking clown on it who had wild red hair along with wearing a black hat with a blue ball and a smart suit.

Below the creepy looking clown, there was bold and large text that stated, 'Zombozo's Traveling Circus of Laughs!'

"Zombozo's travelling circus of laughs? Cool!" Gwen happily shouted out in excitement.

"Huh. I haven't been to a circus since I was a boy. Sounds like fun, What do you boys think?" Max inquired to Ben and Stan.

Ben slouched slightly and groaned in annoyance as Gwen sat down smiling in excitement.

In the front, Stan shrugged back before speaking out, "Eh why not? It's a circus where people enjoy themselves. So count me in."

"I love the circus!" Gwen responded to Stan's sentence happily as Ben rolled his eyes mumbling unhappily, "That's only because you belong in one dweeb."

Growing at Ben, Gwen glared in annoyance as Stan sighed slightly rolling his eyes as Max criticised Ben, "Ben..."

"Look, can't you two quit arguing like ever?" Stan responded to Ben and Gwen.

Rolling his eyes, Ben muttered to Gwen, "Nah, circuses are kids stuff."

Not surprised by Ben's lack of knowledge, Gwen casually asked him, "Uh, hello, What are we?"

Ignoring Gwen, Ben yawned in boredom before he leaned his legs on the table explaining, "Besides it's pretty late."

"Ben, It's 11.00 am." Max bluntly pointed out to Ben as Stan mockingly added, "And it's not late."

Annoyed by this, Ben ranted out loudly, "Okay! Fine! You guys want to go see some stupid circus then fine!"

Stunned by Ben's angry bust, Stan began thinking about Ben's phobia wondering, " _Does Ben have a phobia of Clowns? That would explain quite a bit, just like my phobia of deep water."_

"Oh, looks like we're here kids," Max informed everyone as the Rust Bucket drove around a corner.

Shaking his head, Stan stopped thinking and noticed Zombozo's circus.

Outside, the circus establishment, several cars were parked outside the main entrance as a medium-sized crowd of people were queuing outside the entrance.

Max then spotted an empty car bay and parked the Rust Bucket into the empty area as the Rust Bucket screeched to a halt.

Screech... Whoosh!

The side door then opened as Gwen sprinted out the Rust Bucket as a surprised Max followed her.

Stan walked out the side door next as Ben sighed unhappily before he sulked near the door muttering, "Oh man, this sucks."

Worried about Ben's attitude, Stan asked him, "Ben can you please just try out the circus with us? It's not that bad for you is it?"

"Sorry Stan, It's not that I don't like circuses, I'm just afraid of well…" Ben explained before finishing as Stan deduced, "Let me guess? You're afraid of clowns right."

"Yeah, it's true. I mean it does sound stupid." Ben confessed in embarrassment as Stan happily stated to him, "Don't worry; I'll watch your back okay?"

Frowning slightly, Ben quietly muttered back, "Okay, fine... It's a deal.'

Stan smiled back at Ben who slowly nodded in response as the two boys left the Rust Bucket and caught up with Max and Gwen.

At the main entrance to the circus, the medium-sized crowd slowly passed the ticket gates and entered the outside of the circus where carnival music blared out loudly.

Looking around, Stan noticed various people smiling and laughing in the crowd along with large colourful displays present across the outer tents acting as promos for the establishment.

"Ohh... Looks like the entire town's turned out for the show tonight." Max spoke having observed a large number of people in the crowd.

"This circus must be very popular then." Stan replied as Ben trying to not go pleaded, "Well, it's probably sold out. We're probably just wasting our time."

FLASH!

A large flashlight activated as a middle-aged man wearing a circus barker outfit emerged from a nearby podium bathed in the white light.

"Ladies and Gentlemen! Welcome to Zombozo's circus! Our first act is now available! Step right up and see the fingerless freak of nature! Whose strength knows no bounds... Thumbskull!" The circus barker boomed out to the audience introducing the first act.

Whoosh!

A pair of curtains peeled back with a spotlight activating as a large hulking figure emerged from the curtain.

Thumbskull was a whopping eight feet tall and possed eerie pale green skin along with thick strong hands beneath a large muscle mass with his dark black eyes staring at the audience.

Oddly enough, Stan noticed that Thumbskull had a bizarre giant toenail on his bald forehead which baffled him.

Lastly, he wore a thick black circus outfit with light purple stripes on his sleeve and a belt on his torso and black boots.

Moving into the spotlight hold an old lead pipe, Thumbskull then placed the pipe against his hand and began bending it.

SNAP! CREAK!

The pipe slowly bent as Thumbskull's strength snapped the pipe as it fully bent.

"Hmph!" Thumbskull grunted as he tossed the pipe over to the side as the crowd roared in approval of the stunt.

"Sheesh, that guy must be a wrestler in his spare time," Stan muttered under his breath.

"And presenting Frightwig! When this beauty lets down her hair, no telling what could happen!" The circus barker continued introducing the next circus freak.

Frightwig seemed to shorter then Thumbskull by a few feet with her most notable features being a pair of light green eyes. She also had pale skin along with a slim and slender athletic body.

Her clothing consisted off a black, tight-fitting jumpsuit with yellow stripes on her sleeves and flat black shoes along with black circles on her cheeks being makeup.

Her most unique feature is that she has five orange tentacles for hair that can move around and act independently.

Smiling, Frightwig used her tentacle-like hair to grab hold of the bent pipe before she transformed the metal into a circular shape.

CREAK! BEND!

The crowd once again applauded the act as Frightwig smiled and placed the pipe onto a nearby table before she retracted her hair back.

"And last but not least... The freak whose unique skill is a vile as his attitude. Acid Breath!" the circus barker called out introducing the final member of the trio.

The last figure of the circus freak trio then appeared from behind a curtain and into the light.

He was very different than the last two.

Acid Breath seemed to be in between Frightwig and Thumbskull in height.

He had wrinkly and gross dark pale green skin with bright red eyes that seemed to be disfigured slightly in height along with black stringy hair on his head as he opened his mouth revealing rotten and missing teeth with dark green gums.

His clothing consisted off a black outfit with bright yellow stripes on his arms.

He also seemed to have a hunched back as well adding to his rotting look.

Approaching the lead pipe on the table, Acid Breath removed a thick breath mask that covered his mouth before the ancient mutant breathed in before...

HISS!

Exhaling his mouth, a large smelly and acidic gas blast of air was bleached from Acid Breath's mouth.

CREAK... SNAP! MELT...

The corrosive substance approached the pipe which slowly melted and was reduced to nothing but a pile of scrap metal.

The crowd gasped in shock and amazement before they began cheering again in approval.

"Urgh... Gross!" Gwen moaned in disgust as Ben agreed to say, "Yep, gross."

Unknown to the Tennyson trio, Stan had gotten bored of the circus freak trio and had walked off away from the crowd.

Looking around at the circus tent's in curiosity and interest, Stan noticed his brown glasses were fogged up.

"I need some cleaner lens for these glasses," Stan muttered in annoyance as he wiped the lens of the glass with the sleeve of his white t-shirt.

As Stan finished cleaning his glasses, he noticed a medium-sized tent with red text on it that stated, 'Keep Out'.

Intrigued, Stan looked back behind him before he slowly sneaked over to the tent quietly whispering, "Keep out? It's just a circus. What could be back there anyway?"

Peering into the tent via an open hole in the entrance with his left blue eye, his pupil froze in shock as a figure chuckled inside the small tent.

The figure was sat down on a wooden chair and was staring back in a mirror as he giggled darkly.

The figure was a medium-sized person who had bright red hair and light pale skin and wore clown makeup along with a black nose on his face.

He was wearing a thick jumpsuit that had purple stripes and grey matching stripes along with a grey bow tie.

Following the clown motifs, he wore large clown-like shoes, fingerless gloves and a black top hat

This is Zombozo, the owner of the circus.

Giggling, Zombozo observed himself in the mirror before darkly murmuring, "Heh... Heh... Howdy folks! Are you ready to laugh?"

Shocked, Stan slowly walked away from the tent hoping not to be spotted as Zombozo finished off, "Perfect... You're going to knock them dead."

The mad clown then chuckled before he licked his lips demonically.

This was the last straw for Stan as he gulped and quietly walked away faster from Zombozo.

Worried and nervous about the whole situation, Stan heard Zombozo laughing madly.

Bump!

Stunned, Stan turned around feeling sweaty as a confused Gwen watched him.

"Gah! Oh, it's just you Gwen." Stan replied to Gwen who asked him, "What is your malfunction?"

"Oh, Well…" Stan began as Gwen interrupted him saying, "You seem creeped out. What are you scared off?"

Annoyed with Gwen's concern and wanting to find safety, Stan bluntly pointed out, "Look I'm not scared of a circus okay? My phobia is large bodies of water."

"I thought you got over that fear a few weeks ago." Gwen reminded Stan who explained, "I'm not exactly perfect yet. I'm getting better though."

Before Gwen could reply, Max appeared around the corner of a tent with a confused Ben near the entrance to the main tent of the circus.

"Come on you two, the shows about to start," Max called out to Stan and Gwen.

Smirking, Gwen moved aside saying to Stan, "After you then."

Frowning, Stan rolled his eyes before he walked past Gwen who followed Stan as the group then entered the main tent of the circus with the vast majority of the crowd.

Nearly ten mins later...

The group were sat on a large bench near the edge of the tent surrounded by dozens of other people who were clapping and cheering loudly in the tent.

Various wooden benches were connected to the floor of the massive tent with the structure filled with the cheering of the audience and loud circus music.

Looking around the circus, Stan next to a nervous Ben as the lights in the tent flashed off.

FLASH!

A drum roll beat occurred as spotlight activated showcasing the circus barker who yelled loudly with a microphone, "Ladies and Gentlemen! Children of all ages! The circus of laughter is proud to present the sultan of smiles… The crown prince of chuckles... The grim tickler himself... The star of our circus! Zombozo the clown!"

"HOORAY!" The crowd cheered in approval with happy and vibrant music began blaring throughout the circus tent.

WHOOSH! HONK! HONK! SCREECH!

A pair of curtains drew back as a red clown car sped out from a nearby backstage location and onto the main stage of the tent with the car honking loudly.

The flashlight's above the main tent focused onto the clown car as it screeched to a halt.

WHAM!

A large clownish leg kicked open the door as Zombozo emerged from the car in all his creepy and clownish glory.

Grinning, Zombozo posed for the audience as the crowd continued to laugh and cheer loudly in the tent.

Watching Zombozo from the crowd, Stan could not help but slightly giggle at the way Zombozo was acting.

However, Stan also felt somewhat nervous at Zombozo as he felt a tingling sensation at the back of his mind.

Ben was also not laughing as he watched the action in fear and horror whilst Max and Gwen chuckled amongst the crowd as well.

Smirking, Zombozo then turned around and faced his clown car.

SCREECH! WHOOSH!

Suddenly, the clown car drove off as if it was possessed.

Stunned, Stan watched as the clown car moved away from Zombozo and faced him.

Smiling, Zombozo moved his hand and challenged the car like a bull would for a rode.

In response, the clown car began shaking as dust and smoke rose off the vehicle.

Intrigued, Stan watched on as he muttered in awe, "What is that clown up to?"

Watching on Stan noticed Zombozo produce a red fabric cloth from thin air like a magician.

The clown then lowered his head and challenged the clown car to drive towards him.

SCREECH! WHOOSH!

Sure enough, the clown car accelerated towards Zombozo as the clown merely heled out the red cloth to the side until...

ZOOM! FLASH! POOF!

The clown car was draped over by the red cloth before the vehicle burst into pieces of colourful confetti.

Smiling, Zombozo held the cloth in the air showcasing the results of his act before he bowed briefly.

The crowd cheered in laughter with the cheers echoing across the circus tent louder than before.

"If you love clowns then this is the place to be! You're going to die to laughing..." Zombozo creepily praised the audience before he snapped his fingers.

Flick! Whoosh!

The curtains were then pulled back as a large metallic and dome-like machine was revealed that was connected to the main structure of the circus tent.

The machine was a bright silver colour that had various lead pipes connected to the ceiling of the circus tent.

A pair of legs and arms were used to support the structure with a large metallic rope that was connected to the middle of the machine.

Finally, five dome substructures were located on the machine with the biggest being in the middle.

Each dome also looked like glass windows as the machine glowed slightly with Zombozo declaring, "That's a Zombozo guarantee!"

In the stands, Stan noticed the large and metallic device before Ben whispered to him, "Do you think that thing looks weird or what?

"You may be right Ben. That device behind Zombozo does not like something you would see in a circus." Stan whispered back to him.

"Should we look around?" Ben suggested to Stan who asked back, "And leave Gwen and Max?"

"Look, we might as well figure out what is going on here," Ben said to Stan offering his theory.

Shrugging, Stan whispered back, "Alright, you can make a distraction right?"

Nodding, Ben replied to Stan, "Sure."

Nodding back, Stan turned to Gwen and Max before he coughed slightly.

Gwen and Max looked at the boys as Ben then shouted, "I've gotta go!"

Facepalming in annoyance, Stan sighed at Ben whilst Max and Gwen looked at each other in confusion.

Quickly realizing his mistake Ben clarified, "Um... to get some popcorn."

"Yeah... I'm going to grab some vanilla ice cream." Stan spoke pretending to be hungry.

The two boys then smiled and walked down the steps of the seating stands away from Gwen and Max.

"Are the boys alright?" Max asked Gwen who replied, "You're asking me? I stopped trying to figure them out a long time ago."

Gwen and Max then finished talking and watched as Zombozo continued to spew out jokes from his mouth like wildfire.

"I was never very good at math. But I believe I have your undivided attention! Now then. How about some volunteers?" Zombozo asked the crowd.

The crowd merely continued to laugh louder and even more chaotic.

Smirking darkly, Zombozo noticed Gwen and stared at her.

In a trance, Gwen's green eye revealed Zombozo stuck in her eyes.

Zombozo couldn't help but feel somewhat bizarre and odd as unknown and potential wave of excitement flowed through him as the crowd continued to laugh as the mad clown muttered under his breath, "Ahh... So full of life... For now."

Meanwhile outside Zombozo's circus...

Stan and Ben quickly walked outside the circus complex as the sounds of laughter and circus music echoed from inside the tent.

"Are you alright Ben?" Stan asked Ben who shook in fear mumbling, "There is nothing funny about clowns!"

Hoping to work on Ben's fear, Stan casually replied, "Hey, We'll work together on this."

SMASH!

A window was heard being smashed in the distance.

The smash caused Ben and Stan to freeze in shock before both boys crouched down and slowly sneaked over to a nearby parked car.

"What was that?!" Ben questioned Stan who said, "More common thugs I would imagine."

As the two boys arrived at the parked car, Stan slowly peeked his head over the hood as Ben perked up his head as well.

Surprised the two boys watched on in horror as they spotted, Thumbskull, Acid Breath and Frightwig robbing a store.

"Oh, I didn't see that coming." Stan said in shock as Ben spoke agreeing, "Woah! The freaks are felons?!"

Watching the circus trio, Ben and Stan noticed Thumbskull walking towards a jewellery shop whilst Frightwig and Acid Breath moved to a small bank.

CRASH! THWACK!

Thumbskull used his mighty strength to shatter a glass container that contained some jewels and necklaces.

The giant human then scooped up the jewellery with his hands before he walked over to Acid Breath and Frightwig.

Meanwhile, Acid Breath walked past a car and spotted a radio inside.

Smirking, Acid Breath took off his mask and exhaled his mouth open before he breathed out.

HISS! CREAK! MELT! HONK! HONK!

The acidic breath melted the glass and plastic of the vehicle's substructure as Acid Breath scooped his hand into the hood of the car and ripped the radio off the faceplate.

THWACK!

Satisfied with his prize, Acid Breath strolled on away from the blaring car as the alarm honked loudly.

Lastly, Frightwig stood near a cash machine and smiled before she utilised her long thick hair and smashed the tentacles into the surrounding wall near the cash machine.

WHOOSH! SLAM! THWACK!

Frightwig grunted as she used her hair tentacles and separated the cash machine from the wall.

Dollar notes ended up flying in the air with the money floating onto the ground.

"It's payday!" Frightwig shouted out in triumph as Thumbskull dumbly pointed out, "Uh, notes look pretty."

"Of course they do blockhead. The boss wants as much money as we can acquire. Now back to work!" Acid Breath ordered his colleagues.

Nodding, Frightwig walked off as Thumbskull shook his head and went back to work.

Shaking his head, Acid Breath turned around and began to melt more cars as Ben and Stan watched the robbery continue.

"So should I hide somewhere?" Ben suggested to Stan who advised, I suggest hiding near a car or somewhere nearby where you can see me. As long as you don't draw attention, you'll be fine."

"Right, so should I hide in there away from the circus freaks?" Ben asked Stan clarifying the situation.

"Ben, I just said you could. Anyway, I'll be playing fetch as Wildmutt with these freaks." Stan bluntly stated to Ben feeling slightly annoyed with his slight stupidity.

Nodding, Ben slowly sneaked away from Stan who turned his right arm and activated the Omnitrix.

BEEP!

The familiar sound of the watch beeped through Stan's ears as the Ripjaws silhouette popped up briefly as Stan scrolled through the silhouettes carefully and quietly.

"I hope that maybe there is an option to alphabetically organize these alien forms I can figure out," Stan complained in annoyance until he found the Wildmutt silhouette.

Smiling, Stan couldn't help but mutter a famous quote, "It's hero time."

Raising his left hand, Stan tapped down the exposed core of the Omnitrix.

FLASH!

A bright flash of green light overcame the young human as he morphed into a very dangerous and animalistic Vulpimancer as bright orange fur began to cover his right arm.

Seconds before...

Thumbskull smiled blankly as he carried two large computer monitors in each of his hand when...

FLASH!

Confused, Thumbshull turned around and gasped in shock.

THUNK!

A thick orange furry paw slowly appeared on the roof of the car as Wildmutt fully emerged and climbed up top glaring at Thumbskull.

"Good doggie... Down boy!" Thumbskull shouted out loudly catching the attention off Frightwig and Acid Breath.

"That's a damn big dog." Frightwig muttered in disbelief as Acid Breath ordered Thumbskull, "What are you waiting for?! Get the mutt, you thick idiot!"

Thumbskull regained his posture and glared at Wildmutt as the Vulpimancer roared back in response, "ROAR!"

WHOOSH! THUD!

The Vulpimancer leapt upwards off the car and landed on the road before he charged towards Thumbskull pointing his head at the giant clown.

CRASH! WHOOSH! SKID! KA-THUD!

"GAH!" Thumbskull gagged in pain as Wildmutt slammed his head into Thumbskull.

Removing his head, Thumbskull groaned before he collapsed onto the ground with the computer monitors near him clattering to the side.

Having dealt with Thumbskull, Wildmutt focused his attention towards Frightwig and Acid Breath as the Vulpimancer charged towards the pair of circus freaks.

Annoyed, Acid Breath attacked first as he attempted to fire acid from his mouth only for the Vulpimancer to bodyslam into Acid Breath.

SLAM! WHOOSH! GRAB!

"Oof!" Acid Breath shouted out in pain as Wildmutt grabbed hold of Acid Breath's neck using his orange arms to restrain his breathing.

Wildmutt slowly kept his grip on Acid Breath's neck intending to make him woozy and tired as he muttered in pain, "Can't breathe..."

Realizing, Acid Breath was struggling to breathe, Wildmutt tossed Acid Breath onto the floor with his claws.

THWOOSH! WHACK!

Once Acid Breath was halted, Wildmutt quickly ran past Acid Breath over to the clown car as the Vulpimancer felt Frightwig's hair tentacles ensure him.

"ROAR!" Wildmutt grunted in annoyance as he struggled to break free from the hair tentacles.

Struggling to keep a grip of Wildmutt, Frightwig ended up being dragged onto the floor by the Vulpimancer.

WHOOSH! WHAM!

"Urgh..." Frightwig groaned feeling dizzy as her tentacles whipped back near her.

Wildmutt then walked by her and leapt onto the clown car.

WHOOSH! THUNK!

Raising his right clawed hand, Wildmutt sliced the metal roof off the clown car.

SCREECH! CRACK!

The metal bent back like a can being peeled open as Wildmutt grasped the metal with his sharp teeth.

Using his mouth, Wildmutt separated the metal from the roof of the clown as money and other riches of loot flew out of the car.

WHOOSH! JINGLE! CLANG! PIOTTE!

Wildmutt then spat out the metal piece of debris in his mouth as the metal skidded onto the road.

Meanwhile with Ben...

Ben smiled, staying quiet as he watched Wildmutt easily batter the circus freak trio as he whispered, "Way to go, Wildmutt!"

"GRRRRR!" Wildmutt roared in triumph as the Vulpimancer noticed the circus freak trio regrouping as Thumbskull shouted out, "Hey, that's our stuff!"

Enraged with Wildmutt, Acid Breath commanded loudly, "No mutt's going to steal my loot… Get him!"

Acid Breath then exhaled his breath before he opened his mouth and fired a large stream of acidic breath at the clown car.

Exhale... HISS!

Noticing the gas cloud approached, Wildmutt merely snorted in response before the Vulpimancer jumped into the air narrowly dodging the acidic cloud.

WHOOSH! CRACK! HONK! MELT!

The clown car imploded as the vehicle was metaled into a pile of scrap metal.

"HOWL!" Wildmutt growled in anger before he pounced downwards at the confused circus freak trio.

THWACK! CRASH! THUD!

The force of Wildmutt landing on the ground stunned the thugs as Thumbskull and Acid Breath was sent flying in separate directions whilst Wildmutt cornered Frightwig.

"ROAR!" Wildmutt howled at the female clown as he charged towards Frightwig.

THWACK! SMACK! CRASH!

Various punches, cries of struggles and roars were heard as Acid Breath turned to Thumbskull begging him, "Thumbskull, don't just stand there like a sore thumb. Get the boss!"

Feeling exhausted, Thumbskully nodded back to Acid Breath and ran off towards the circus as Acid Breath tried to assist Frightwig as the fight continued.

At the same time inside the circus...

"HAHAHAHAHAHAHAHAHAHAHAHA!" The crowd laughed in a hypnotic trace as Zombozo stood in the centre of the tent admiring his work.

Interestingly, Zombozo was now connected to the machine in the centre of the tent as the large metallic cable was now connected to the back of his clown outfit.

"Heh... Laughter truly is the best medicine... For me." Zombozo boasted darkly.

SKID! THUD!

Thumbskull skidded in the tent near Zombozo asking, "Uh, excuse me, boss. Excuse me?"

Sighing in anger, Zombozo turned around to a shaking Thumbskull angrily ranting, "How many times have I told you? Not to bother me when I'm eating!"

"Uh, we ran into a bit of trouble." Thumbskull nervously replied.

Annoyed with the predicament, Zombozo vanished into a pile of confetti with smoke appearing around him and Thumbskull.

POOF! WHOOSH!

Outside Zombozo's circus tent...

THWACK! CRASH! WHAM!

A tired and battered Frightwig struggled to break free as Wildmutt placed his right paw on her preventing her from breaking free whilst his left paw was also holding a seemingly battered and injured Acid Breath in place.

Smirking, Wildmutt looked around having wondered where Thumbskull had gone.

POOF!

Confused at the sound of confetti, Wildmutt turned his head around and saw Zombozo emerge from the smokescreen with Thumbskull lurking in the back near him.

"Grrrrrr..." Wildmutt growled defensively as he let go of Acid Breath and Frightwig in willingly.

Both Acid Breath and Frightwig scrambled up from the crowd and stood behind Zombozo as the clown leader walked forward.

"Roar..." Wildmutt howled again in anger as Zombozo taunted the Vulpimancer, "I hear your full of tricks little doggie... Let's see if you know how to play dead!"

Wildmutt roared rather loudly in response and charged at Zombozo as the clown chuckled back in response before he slammed the Vulpimancer with a large kick upwards.

WHOOSH! THWACK!

"Howl!" Wildmutt whimpered in pain as Zombozo cackled and then kicked Wildmutt in the face downwards.

"RAGH!" Wildmutt shouted out as the Vulpimancer ended up skidding across the road before he crashed into the side of a large radio tower.

SKIDD! WHAM! CRASH!

"Rrrr..." Wildmutt grumbled as the Vulpimancer noticed Zombozo walking over to him.

"Grrrr..." Wildmutt growled slightly at Zombozo as he walked over with the circus freak trio flanking him.

Backing away near the radio tower, Wildmutt continued to growl in defence as Zombozo spoke to his lackeys, "This isn't a mad dog! It's a scaredy-cat."

The circus freak trio just watched on in confusion as Wildmutt crouched down underneath the radio tower keeping his distance from the mad horde of clowns.

"Bring the curtain down on this little sideshow!" Zombozo ordered the circus freak trio who all smirked back in response.

Firstly Acid Breath charged in and fired acid from his mouth.

Exhale... HISS!

Next, Frightwig utilised her hair tentacles and began dragging the beams of the radio tower.

THWOOSH! WHIP! SNAP! CREAK...

Finally, Thumbskull raced towards the radio tower and used his large hulking fists to dent the support structure of the radio tower even more.

SMACK! WHAM! CRASH!

"Uhhhh..." Wildmutt whimpered in fear as the Vulpimancer crouched down and covered his head with his furry orange arms as Acid Breath taunted, "Show's over fido."

CRACK! SNAP! CREAK!

Gulping, Wildmutt braced himself for the worst as the radio tower began collapsing.

CRACKA-BOOM!

The metal structure of the radio tower finally failed as the massive pile of metal and debris crash-landed on Wildmutt and the surrounding area.

Panicked roars and growls were heard from below the radio tower as Zombozo laughed loudly like a hyena at the carnage and mayhem.

The debris and rocks finally settled down with a large black smoke plume rising upwards into the atmosphere as Ben watched the devastation from a nearby car in horror.

"Stan..." Ben muttered in fear as he shook frightened by the mayhem Zombozo could do as his fear of clowns overtook him.

Back at the ruined radio tower, Thumbskull grabbed hold of rock before he smiled and laughed dumbly shouting out, "Doggone."

Ignoring Thumbskull, Zombozo ordered the circus freak trio, "Come on! We've got bigger laughs to get."

POOF!

Zombozo then vanished in a pile of grey smoke and confetti as the circus trio then began running back to the circus.

Meanwhile in the ruins of the radio tower...

WHAM!

Rock was pushed aside by Wildmutt as the Vulpimancer groaned in pain and began walking forward out of the rubble.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Wildmutt's shoulder pad then began flashing red as Wildmutt finally collapsed onto the ground dazed.

FLASH!

A large bright red light covered the ruins briefly as Wildmutt morphed back to Stan.

As the red light subsided, a tired Stan slowly crawled out of the metal debris field using his legs to drag himself out of the wreckage.

Feeling sweaty and dirty, Stan noticed the circus freak trio fleeing back to the circus as he panted in exhaustion, "Man... This ain't going to be easy."

"Hugh..." Stan groaned before his vision dimmed as he collapsed onto the floor with the Omnitrix now in its recharging mode.

Ten mins later...

"Stan?! Where are you?" Ben shouted out loud as he looked for Stan in the ruins of the battered street.

"Urgh..." Stan groaned nearby.

Shocked, Ben noticed Stan lying in a pile of debris near the ruined radio tower.

Quickly scrambling over rocks and rubble, Ben kneeled near Stan and shook his shoulders speaking to him, "Wake up."

Hearing Ben's voice, Stan's eye lid's slowly reopened as his blurry vision noticed Ben kneeling near him.

"Ben?" Stan muttered as he slowly rose up from the ground and adjusted his glasses with his hands with his blurry vision slowly becoming normal.

"What happened?" Ben asked Stan who bluntly stated, "Zombozo beat Wildmutt."

"Really?! But I thought you were good with all your alien forms." Ben shouted to Stan in shock and disbelief.

Ignoring Ben, Stan slowly clambered out of the debris pile and began brushing himself clean of dust and dirt explaining, "Well, I think that maybe to beat Zombozo I need to figure out his weaknesses and exploit it."

Realizing Stan's plan, Ben agreed to remember, "Oh yeah, like how the Limax were weak to water."

"Anyway, we should probably head back to the circus." Ben suggested to Ben who spoke back agreeing, "Sure."

The two boys then quickly began walking back to Zombozo's circus.

A few mins later...

"What the?!" Stan muttered in shock and confusion.

Zombozo's circus was gone.

The whole site was empty with trash and debris everywhere. Various members of the crowd were around in a dazed state laughing in exhaustion.

"Heh...Heh..." Max giggled darky sat down on a pair of steps as Ben spotted Grandpa shouting out in shock, "Grandpa?!"

Ben quickly ran over to Max as Stan followed him.

As the boys arrived near Max, Ben began gently shaking him as Stan observed him with intrigue explaining fully, "How odd, Max seems to be in a very woozy state. But he's fine thankfully."

"Grandpa! Can you hear us?!" Ben pleaded with Max who slowly opened his eyes and noticed the boys mumbling, "Ha... Oh... Boys... Where did you both go...?"

"Where did we go?! More like where did the circus go." Ben joked slightly as Stan added, "Yeah, it's very curious indeed."

"Huh… I don't know…" Max mumbled in exhaustion as he continued to look around dazed.

With Ben keeping an eye on Max, Stan began thinking about how he could beat Zombozo, _"Damn it. How can I beat Zombozo? He does not seem to have any normal attributes that fit him. Besides, there's always away."_

Shaking his head Stan heard Max mumbling, "Well... I remember we were laughing... It was just so funny..."

Concerned Ben asked Max, "Grandpa? Are you okay?"

"I just... feel kind of glum that's all... Ha... Huh..." Max continued to mumble as Stan asked him, "Then why are you smiling then?"

"Wait a minute." Ben realized in shock as Stan looked at him in confusion before Ben shouted out, "Where the hell is Gwen?"

Stunned, Stan froze in fear and shack as once again, someone had been injured because of the Omnitrix.

And this time it was Gwen.

"Not again..." Stan whimpered in fear as Ben paced around the area frantically.

Realizing what had to be done Stan carefully removed the negative thoughts from his head before he walked over to a worried Ben promising, "Ben, We will find your cousin. I promise."

"But that creepy clown took her! And you know I hate clowns!" Ben ranted out in fear and anger as Stan carefully stated, "Come on, Ben. Let's get back to the Rust Bucket and set off."

Calming down with Stan's promise, Ben smiled and reminded him saying, "As long as we can wake up Max."

Turning his head, Stan noticed that Max was now sleeping slightly as he happily murmured, "At least something funny always seems to happen each day."

Thirty mins later...

WHOOSH!

A large black circus van drove on a road connected to a mountainside in a thick veil of foggy mist.

Inside the truck, Thumbskull drove the vehicle as Zombozo sat in the spare seat next to him.

"Did you pack me a snack for the road?" Zombozo asked Thumbskull who nodded and spoke, "Sure do boss."

Putting one hand on the driving wheel, Thumbskull used his other hand and pulled a thick black curtain behind the driving area.

Whoosh!

In the back of the truck, six different abductees were strapped into the back of the vehicle laughing crazily.

Gwen was one of the abductees having been strapped into the far side of the vehicle as she laughed in a dazed state.

Smirking darkly, Zombozo couldn't help but laugh madly as the circus van continued driving down the road.

Meanwhile further up on the same road...

WHOOSH!

The Rust Bucket drove on the same road as a tired Max drove the vehicle.

Inside, Ben was sat down in the front seat as Stan stood up in the middle of the aisle as Ben asked Stan, "So Stan, what do you think happened back there?"

"Zombozo must have used that machine to drain out people during the show. It's like the whole town became sleepwalkers." Stan suggested his theory to Ben.

"And his freaks robbed everyone blind." Ben finished off as Stan couldn't help but ask, "True, but why did he kidnap Gwen? Does he know about me and the watch?"

"I... Um... Don't know... But... Don't worry... We'll catch that clown." Max sleepily informed the boys.

"Yeah, who would be afraid of a silly old clown," Ben muttered agreeing with Max as Stan gave his opinion, "Not me, but Zombozo is an aversion for once."

Concerned about Ben, Max asked, "Ben... What's bothering you?"

"Promise not to laugh Grandpa?" Ben asked Max who nodded back to him.

"Grandpa. I'm afraid of clowns. They just creep me out. Uh... I'm such a loser." Ben complained sadly.

"Everyone's got their crazy fear, Ben." Max calmly explained as Stan added, "I'm still scared of deep bodies of water. But I'm improving."

"Well... When I was a boy, I was afraid of heights and well... Enough was enough... And I climbed to the top of the water tower in Bellwood... Sometimes you just got to… Scare... the fear... out of you..." Max fully explained before he felt his vision decaying.

Yawning, Max's eyes then dropped as he fell onto the steering wheel and gears to control the Rust Bucket.

WHUMP! SCREECH!

As soon as Max fell asleep, Ben and Stan began freaking out in panic.

"Oh crap! Max, wake up!" Stan shouted at Max as Ben yelled out, "Grandpa!"

Quickly thinking, Ben undid his seatbelt and leapt out of the passenger seat as Stan and Ben moved towards the driving seat.

SCREECH! HONK! WHOOSH!

The Rust Bucket no longer being controlled rolled across the road dangerously as the large RV swerved left and right across the road with smoke marks skidding from the tyres of the vehicle.

"Grandpa! Please wake up!" Ben begged Max loudly as Stan noticed the Rust Bucket driving dangerously before Stan shouted out, "No time Ben! Help me control this RV!"

Stunned by Stan's suggestion, Ben shouted back in disbelief, "How?! I am not old enough to drive!"

"I'll help you to hold the wheel and we'll move it around the corners and cars!" Stan yelled back as Ben sighed before calling, "Understood!"

Quickly thinking, Ben and Stan gripped onto the steering wheel of the Rust Bucket as they both attempted to control the vehicle together.

However, this lead to tensions between the two as Ben shouted out in confusion, "Which side do I keep the RV on?!"

"Keep the vehicle in the right lane and near the barrier!" Stan yelled back in annoyance.

"Should it not be the opposite side?!" Ben ranted out as Stan shouted, "No, that's in Europe only!"

"That does not make sense!" Ben replied to Stan in confusion.

Fed up with Ben's antics, Stan ranted in anger, " Just shut up and focus on driving!"

"ARGH!" Ben shouted in rage and anger as he slammed his hand on the horn.

HONK! HONK!

Struggling to drive the Rust Bucket, Stan's eyes noticed a barrier approaching in the road.

"Uh, oh." Stan whimpered in fear as Ben shouted out in shock, "Barrier!"

WHOOSH! SCREECH! THWACK!

During the argument on how to handle the Rust Bucket, the large ton RV ended up smashing through the roadside barrier.

RUMBLE! THWOOSH!

The Rust Bucket ended up skidding onto the hillside as the large vehicle plunged down the hill with the debris from the barrier rolling down the hill.

Inside the Rust Bucket, both of the boys continued to hold the steering wheel in an attempt to stabilize the vehicle successfully before Stan freaked out and spotted some trees in the way of the RvV

"Trees!" Stan yelled to Ben loudly.

Frowning, Ben quickly turned the steering wheel of the Rust Bucket a sharp right/

SCREECH! RUMBLE! WHACK!

The Rust Bucket screeched right across the hill with the large RV narrowly missing a series of trees.

WHOOSH! CRASH! WHAM!

Mud and dirt were sent flying in all directions as the Rust Bucket ploughed through the mud with a large trough of dirt and junk was left behind.

Back inside, both Stan and Ben noticed a large cliff face approaching.

The cliff face was large and dropped down several stories.

"Cliff face! This is not good!" Stan yelled in shock as Ben shouted back, "We need an anchor and fast!"

As Stan clutched onto the steering wheel, Ben leaned down and flipped a button on the dashboard.

FLICK! BEEP!

On the outside, the canopy of the Rust Bucket slid open to the side.

Looking out the window Stan noticed the canopy and complained loudly, "Really?! The blasted canopy again?!"

"Got any better damn ideas?" Ben retaliated back in annoyance.

KA-CRASH! WHOOSH! WHAM!

The boys then stopped arguing again as both of them noticed the Rust Bucket canopy crashing into a nearby oak tree.

WHOOSH! WHAM!

The canopy was shredded into debris as leaves and branches fell from the oak trees behind them.

"Okay! Screw it! I'm stopping this thing!" Stan ranted in anger fully determined to stop the Rust Bucket.

"How?!" Ben asked in confusion.

Turning his head towards Stan, he began explaining his plan, "Ben I need you to place your foot on the brake whilst I stabilize the Rust Bucket okay?!"

"So I just put my foot down on the pedal near Max?" Ben asked Stan who smiled replying, "That's the one! And... Now!"

SCREECH! WHUMP!

Ben slammed his foot on the brake whilst Stan grabbed hold of the steering wheel and turned it heavily in a clockwise direction to stop the Rust Bucket flying off the side of the cliff.

SKIDD! SCREECH! WHOOSH!

Bracing themselves for the impact, Ben and Sten gripped onto the steering wheel as the Rust Bucket skidded sidewards across the rocky terrain narrowly missing the cliff face.

Finally, the Rust Bucket skidded to a halt with the back wheels just inches away from the cliff face.

RUMBLE! WHOOSH! CRASH!

Due to the near-collision with the cliff face, the impact caused some boulders to crash and rumble down off the cliff as they slammed at the bottom of the canyon.

Inside the Rust Bucket, both Ben and Stan panted in exhaustion from the crazy experience.

"Man, great steering Ben. Who knows, I might be a good driver when I'm older…" Stan praised Ben before he remarked his driving skills.

"Phew... Grandpa!" Ben reminded Stan who froze saying in agreement, "Max! Hey, are you all right?"

"So... Sad... So very... Very... Sad..." Max murmured sadly.

"Sad? I thought he was tired." Stan asked in confusion as Ben questioned him, "Grandpa! What exactly happened inside the big top after we left?"

Frowning, Max focused his eyes and began to remember what had occurred in Zombozo's circus.

(Flashback)

Thirty mins ago...

The circus was full of laughter as various colours and shapes filled the air of the establishment whilst laughter continued to blare out from the audience.

Max and Gwen were shown laughing as some blue ghostly like spirits then left the bodies of the two and other audience members as the spirits floated upwards towards the giant metallic machine Zombozo had in the middle of the tent as the clown was connected to the machine via a thick metallic rope that coiled around him like a snake.

The spirits when then seen being dragged into the machine via the top handle in the pipes as smoke slowly rose out of the top of the machine as Zombozo giggled in triumph whilst some spirits floated around the machine.

"I love the sound of laughter! It feeds my soul..." Zombozo madly declared before he laughed again loudly.

Frowning, Max finished rambling in the flashback as the stunned boys watched on.

"Boys... I think that Zombozo... Robs more than the possessions of people... I think he steals people's happiness... Until there is nothing left..." Max finished finally discovering the true horror that Zombozo's plan had.

"And he's got, Gwen!" Ben cried out in shock as Stan muttered calmly declaring, "We need to stop this."

Proud of both Stan and Ben, Max tiredly praised them, "Well... I can't exactly be helpful... This time..."

"Don't worry, Grandpa. We'll get Gwen back." Ben promised Max who yawned and finished with, "Oh good... I'll be right here... Sleeping..."

Max then slowly fell to sleep as Stan turned to Ben and moved to the back of the Rust Bucket explaining, "Come on, I'll grab my backpack. Get some useful stuff."

"Stuff like flashlights?" Ben asked Stan who replied, "Yeah, that is useful."

Looking around the Rust Bucket, Ben and Stan found a few items they deemed necessary to use as both boys stepped out of the Rust Bucket door.

Creak!

The side door opened up as Stan walked out carrying his Star Wars backpack which had several items inside as Ben followed him carrying a flashlight in his left hand.

"Are you ready Ben?" Stan asked him who bluntly said, "I am. It's time to get my cousin back."

Smirking, Stan then darkly mused, "And to put Zombozo's circus out of order."

The two boys then began walking off into the forest away from the Rust Bucket.

Thirty mins later...

A thick and eerie for surrounded the forest and Zombozo's circus which was now set up near the woods.

Thick pale lights surrounding the circus caused the establishment to glow creepily.

Around the forest, the oak trees howled in the wind as crickets chirped loudly in the background.

Rustle... Snap!

Stan crushed a twig under his shoe as he slowly emerged from a nearby bush.

Rustle... Whoosh!

Ben's head then popped up as both boys then moved out of the bush and crouched down.

Staying quiet, Stan and Ben slowly sneaked over to a wooden box that was stacked on another.

Peeing his head to the side, Stan noticed the circus freak trio hauling some wooden supply crates across the establishment.

"I see the circus trio near the entrance. We'll need to sneak past them if possible." Stan whispered to Ben as he pulled his head back around the stack of boxes.

Nodding Ben turned around and gasped in shock where he spotted a large poster of Zombozo staring back at him pinned to a circus.

"GAH!" Ben yelled out as he accidentally bumped into Stan who bumped into the large stack of boxes.

Creak... CRASH!

The stack of boxes toppled onto the ground.

Surprised, the circus trio stopped working as Thumbskull dropped the wooden boxes he was carrying and cracked his knuckles.

"Looks like we got somebody who wants to see the show without buying a ticket." Frightwig chuckled darkly looking forward to fighting.

Unlike the other two, Acid Breath was annoyed as he took off his mask ordering the other two, "Let's deal with it before the boss finds out."

"Ben you idiot! We've been detected!" Stan shouted to Ben in annoyance.

"Sorry!" Ben apologized back as Stan rolled his eyes and quickly activated the Omnitrix.

BEEP!

The circus freak trio heard the Omnitrix beeping slightly as Acid Breath mockingly taunted, "Come on out! We'll welcome you with open arms..."

BEEP! SPARK! FLICK!

Struggling to get the Omnitrix to work, Stan sarcastically murmured, "You don't make this easy do you sometimes?"

"Is the watch even alive?" Ben replied to Stan who suggested, "I get the feeling it might be."

Behind the wooden crate, the circus freak trio approached the wooden structure.

"HAUGH!" Thumbskull yelled loudly as he used his large fists to smash the box to wooden splinters with his hands.

SMASH! CRASH! WHACK! WHAM!

Next, Frightwig used her hair tentacles and whipped the wooden crate with them.

WHOOSH! WHIP! SMACK! CRASH!

Finally, Acid Breath leapt over the crate and used his acidic breath to melt the remnants of the crate into pieces.

HISS! SLASH! MELT!

As the circus freak trio gathered around the battered crate, they didn't notice Stan sneaking up to a large stack of wooden crates.

FLASH!

A massive flash of bright green light emerged behind from the crate stack.

Confused, Thumbskull turned around and asked, "What was noise?"

BLAST! WHACK!

The crate stack exploded into wooden debris with smoke and dust rising from the pile as a large red footstep slammed onto the ground.

THUD!

Emerging from the smoke, Four Arms slowly walked forward as the Tetramand stared down the stunned and shocked circus freak trio.

Hiding behind a nearby crate, Ben grinned before calling out, "Go, Four Arms!"

Nodding back to Ben, Four Arms focused on the circus freak trio as Acid Breath murmured in disbelief, "Another freak?"

"They seem high around here," Frightwig replied in agreement.

"I don't know what you are, but I'm going to tear you apart!" Thumbskull shouted out to Four Arms.

Grinning, Four Arms cracked his knuckles before mocking Thumbskull, "You want to play hard then? Come on."

Annoyed, Thumbskull charged in widely as Four Arms merely smirked and rose up against his upper right hand.

WHOOSH! KA-CRACK!

"ARGH!" Thumbskull yelled in pain and horror before he groaned stumbling back in pain.

THWACK! CRACK! SMACK!

Four Arms then finished the combo by punching him in the face three more times painfully.

THWOOSH! WHAM!

Groaning in pain with his face battered, Thumbskull finally toppled onto the ground.

Frightwig and Acid Breath narrowly dodged the collapsing Thumbskull onto the ground as Four Arms cracked his knuckles before stating, "So who's next?"

"I am!" Frightwig shouted out to Four Arms.

Charging in, Frightwig whipped her hair tentacles towards Four Arms.

WHOOSH! THWIP!

The hair tentacles became wrapped around the large Tetramand's upper and lower arms.

Grunting, Four Arms struggled to break free as a smirking Frightwigh moved closer to Four Arms taunting, "Is that all you've got?"

Glaring back, Four Arms retaliated back, "No, I'm just getting started lady."

Using his momentum, Four Arms used his arms to drag Frightwig's hair tentacles across the ground.

SKIDD! WHOOSH!

"ARGH!" Frighwig screamed in shock as Four Arms lifted his hands dragging her upwards.

"RAGG!" Four Arms yelled as he slammed his arms down on the ground.

THWOOSH! WHAM! CRASH!

Frightwig was slammed onto the ground with a small crater forming around her from the impact.

"Urgh..." Frightwig groaned as Four Arms slowly moved the retracing hair tentacles off his arms.

WHOOSH! THUNK!

Looking upwards, Four Arms spotted Acid Breath landing on a crate ferally before he fired more acidic breath from his mouth.

HISS... MELT! WHOOSH!

Jumping back from the acid substance, Four Arms crashed onto the ground as the acidic substance melted some nearby wooden crates.

"Didn't your mom teach you not to spit or use breath mints?" Four Arms mockingly asked Acid Breath who replied, "Who do you think taught me in the first place?"

Enraged, Acid Breath prepared to fire more acid from his mouth as Four Arms looked around for a projectile when he spotted it.

A single baseball layed on the ground as the Tetramand quickly grabbed hold of the ball and hurtled the projectile towards Acid Breath's mouth.

WHOOSH! SPLAT!

"Ooof!" Acid Breath grunted out in shock as Four Arms charged towards him yelling, "ARGH!"

KA-SMACK! CRASH! WHACK!

A massive right hook by Four Arms sent Acid Breath tumbling off the pile of crates as he crashlanded onto the ground tumbling near the other knocked out members of the circus freak trio.

Sighing, Four Arms moved forward to the knocked out trio as Ben sprinted from his cover joining him asking, "Nice work, Four Arms. How exactly did you beat them anyway?"

"Simple, when I fought them before as Wildmutt, I was able to figure out their fighting style and adapt it to Four Arms. Now then we need to find Gwen in there." Four Arms explained as his large hand indicated towards the main tent entrance that had been set up.

Ben gulped in fear as Four Arms sighed declaring to Ben, "We can do this. I'm not scared of some dumb clown."

"Yeah, me too. He's just a guy with a red rubber nose and big shoes. It's nothing Four Arms can't handle." Ben spoke, boosting his morale.

BEEP! BEEP! BEEP!

"Oh, not now!" Four Arms complained in annoyance noticing the Omnitrix symbol on his shoulder beeping red.

FLASH!

The Omnitrix timed out as Four Arms reversed back to Stan in a flash of bright red light.

As the light faded, Stan groaned in annoyance muttering, "Oh nuts, Four Arms would have been really useful there."

"I thought the watch could let you stay as an alien for what ten mins?" Ben questioned Stan who said back, "I don't know everything, to be honest. Right then are you ready?"

Smirking, Ben walked forward to the tent entrance saying, "Sure am. I just need to stay confident and... ARGH!"

Ben ended up getting scared by his reflection.

Giggling, Stan laughed at Ben who sighed muttering in disbelief, "Oh great, Now I'm afraid of my reflection."

"Hey, chill out. We'll stick together and we will be fine." Stan calmly replied to Ben as he stopped laughing.

Understanding the situation, Ben nodded at Stan before they both entered the main tent of Zombozo's circus.

At the same time, Zombozo discovered the two boys had infiltrated his circus before he smirked darkly thinking about the fun he would have.

Inside the circus...

Ben and Stan ended up wandering into a large hall of mirrors that was disorientated and confusing.

Ring...

And then creepy circus music began playing in the maze as well.

Gulping, Ben looked around in shock at his reflection whilst Stan frowned looking around at the maze of mirrors.

"Hi, there kids! I bet you two are a barrel full of laughs!" Zombozo greeted himself to the kids as Stan advised Ben, "Just ignore it and keep moving."

Ignoring Zombozo both of the boys moved forward when...

Whump!

Stan accidentally bumped his head into a mirror as he stepped back near Ben who muttered, "Let's head back."

Agreeing with Ben, Stan walked back with his friend only for the mirror's to seemingly sealed off within the room.

Nervous, Stan turned around and looked at his reflection in the mirror.

Zombozo's face stared back like a demon with the clown mockingly saying, "Hey, there Mister Serious. How about a smile?"

Stunned, Stan stepped back in shock as Zombozo's face in the mirror increased in size until his face covered all the mirrors in the room.

Gulping, Ben hides behind Stan's back as Zombozo's face peered into Stan's eyes like a demon.

"Ben, come on!" Stan shouted out to Ben who began shaking his head in fear and worry.

Quickly shaking Ben back, Various hands started to morph out from the mirrors with large clownish laughter echoing in the tent.

"Ah crap!" Ben shouted out loudly before he began running off as Stan followed through the tunnel as the background changed morphing into a pitch-black state with various clown arms sticking out as the laughter increased.

"So what's your story morning glory? Was that mutt who gave my freaks such a hard time belong to you two?" Zombozo's voice blared out to Stan and Ben.

"I ain't saying diddly squat!" Stan shouted back in response as they ran into a new tunnel.

This new tunnel was brighter and more vibrant with various random colours splattering the wall.

Running further down a large jack in the box acted as a hazard when it popped open.

BOING!

Zombozo's head emerged from the jack in the box as Ben and Stan skidded to a halt.

"What about that weird armed thing outside? And glasses boy, that watch you are wearing seems similar as well!"

Glaring at Zombozo, Stan gritted his teeth in anger whilst Ben gulping slowly turning around only to face another jack in the box.

BOING!

Another head of Zombozo popped up as Ben panicked stepping back into Stan near the ledge.

"WOAH!" Stan called out as he plunged into the darkness as Ben plummeted after him screaming, "ARGH!"

WHOOSH!

"Do they work for you two or are you both some kind of a freak?" Zombozo mockingly questioned the boys.

"I'm not a freak!" Stan shouted out defiantly, as Ben yelled, "He's right! You are clown!"

THWOOSH!

The plummeting boys then passed through a hallucination of a giant-fire breathing mouth of Zombozo.

WHOOSH! HEAT!

The boys narrowly missed being roasted by the open flames before they both crashlanded onto a large sticky spider web.

BOING!

Both boys ended up sticking to the web substance as Stan shouted out to Ben, "Ben, are you okay?!"

"Freaked out as all hell, But I'm good... Look!" Ben called out Stan in shock.

Confused, Stan looked upwards and noticed a few medium-sized spiders with Zombozo's face on crawling down and clambering to the boys.

Sweating in shock, Stan freaked out yelling loudly, "Spiders?! This is so gross!"

Two spiders surrounded Stan and Ben as Zombozo's voice mockingly stated, "Come on kids, you've got to learn to lose it up. Laugh a little!"

Both boys gulped at the same time and frantically attempted to move as the biggest spider clambered over to Stan's face.

Freezing in fear, Stan froze as the giant spider placed his thick cause above Stan's neck as more spiders gathered near both the boys.

"It's what keeps me going." Zombozo chuckled to the two boys.

"ARGHHHHHHH! I HATE SPIDERS!" Stan yelled panicking loudly.

"ARGHHHHHHHHH!" Ben screamed in shock.

Smirking, the lead spider raised down his claw and cut the spider web with it.

SNAP! WHOOSH!

The spider web snapped as both Stan and Ben continued to plunge into the thick black darkness.

KA-WHAM!

Both of the boys crashed onto the main ring of Zombozo's circus tent as the dust settled from the impact onto the floor.

FLASH!

A large spotlight then activated as both of the boys groaned in pain with Ben lying on his front and Stan lying on his back.

Thump... Thump...

Footsteps echoed across the tent as both of the boys spotted Zombozo walking over to them.

Panicking, Ben sat upwards and hid behind Stan who slowly got off his back and confronted Zombozo face to face by standing upright off the ground.

Looking close, Stan noticed that souls of Zombozo's victims were floating on the gems located on Zombozo's outfit.

"Now don't tell me you're afraid of old Zombozo?" Zombozo asked Stan who bluntly stated back, "I'm not. You're just a pathetic excuse for a clown. Clowns give happiness, not fear!"

Rolling his eyes to Stan, Zombozo replied, "I'm a genuine clown. The real deal!"

"What do you want anyway?" Ben asked Zombozo bravely.

Grinning, Zombozo flicked his fingers before he moved to the side.

FLICK! FLASH!

A series of flashlights illuminated the large metallic machine in the middle of the tent, the machine was active with smoke rising from the pipes at the top.

THWIP!

The metal rope connected to the machine then connected to Zombozo's back allowing him to float in mid-air via the electrical connection to the machine.

ZAP! SPARK!

Electricity sparked briefly from the connection to the machine, Zombozo made before he landed next to the boys.

"Only what every clown worth his floppy shoes wants, to make people laugh! Then to drain people of their positive energy like a sponge in a pool party. Is that so wrong?" Zombozo explained to the boys as he sarcastically performed different poses whilst explaining his motives.

"You have no idea how disgusted I am," Ben muttered in horror before he gulped to himself.

Glaring at Zombozo, Stan questioned the mad clown, "So, is that the machine you used to absorb the happiness of the audience during the show?"

"Oh goodie! Give the nerd boy a prize, It's called the Psy-Clown! Clever eh? Soon I'll be taking my act to the big cities. Millions of people laughing at me and then feeding me making me stronger!" Zombozo fully rented out his plan.

"You're insane." Stan blurted back in anger as he felt his emotions beginning to swell within him.

BEEP!

The Omnitrix on Stan's right arm finished recharging as the dial flashed from the dark red colour back to the normal green colour it was associated with.

At the same time, Ben frowned and slowly steeped upwards before shouting to Zombozo, "I want my cousin back!"

"Cousin? Didn't you hear? She ran away with the circus!" Zombozo grinned, mocking Ben and Stan before he flicked his fingers again.

FLICK! FLASH!

A spotlight shined onto the circus floor revealing a dazed Gwen lying on the floor in a shocking condition.

Gwen had become old, wrinkled and lifeless.

Shattered in shock and devastated by Gwen's condition, Stan felt himself beginning to shake slightly as his body began seething with anger.

A level of anger he had not felt since Ben was threatened by Kevin back in New York.

"GWEN!" Ben yelled in shock and concern as he began running over to where Gwen was.

WHOOSH!

Zombozo quickly blocked Ben from getting to Gwen as he began cackling madly in response.

Enraged, Stan began shaking in anger having been left in the spotlight with Zombozo declaring, "I don't think so kid! You're more than welcome to join her if you like!"

Gasping in shock, Zombozo popped up in front of him when...

"THAT'S ENOUGH!" Stan screamed in rage loudly as his scream echoed throughout the circus tent briefly.

Stunned, Ben and Zombozo watched as Stan slowly walked towards the two with his rage having now simmered down to a boiling fury.

Ben gasped as Zombozo popped up in front of him and began to shake in fear until…

"Stan?" Ben muttered in shock as Zombozo rolled his eyes stating, "What do you want a kid? You'll come later."

"You're a funny, really damn funny asshole. But I'm going to have the last laugh!" Stan darkly muttered to Zombozo before he activated the Omnitrix.

BEEP!

The watch dial popped up as Stan scrolled through the silhouettes before he stopped at Ghostfreak's.

Shocked, Zombozo watched on whilst Ben smiled happily as they both watched Stan slammed down the exposed core and began transforming.

FLASH!

A large green light blinded the interior of the tent as Ben and Zombozo covered their eyes.

The Omnitrix sank into Stan's wrist as he felt himself changing with his body slowly morphing into that of an Ectonurite.

First, his skin turned dark grey as claw-like hands formed whilst his legs merged forming a ghost-like tail below as his clothing and hair vanished along with other human-like features.

Next black lines appeared on parts of the grey skin as a singular purple like eye formed on his forehead as the Omnitrix symbol popped out of his lower left chest whilst Ghostfreak stood floating in the air as the green light faded away.

Once the green light faded away, Ben was surprised to see Ghostfreak floating above the ground.

Ben also couldn't help but notice that Ghostfreak seemed rather annoyed and ticked off.

Gulping, Ben slowly moved away from Zombozo and Ghostfreak before he kneeled near Gwen.

Zombozo was too distracted by the floating Ectonurite to notice Ben sneak away from his grasp.

"Nice try kid, But I sell the tricks. I don't buy them." Zombozo mocked Ghostfreak as he folded his arms.

Ghostfreak merely looked on with his deep singular purple eye before the Ecotnurite moved it across the body via the lines across his face.

"I just... figured out there's something I'm more afraid of then you... Me!" Ghostfreak muttered darkly as the Ectonurite's revenge began.

Immediately, Ghostfreak moved back his right hand before he threw a massive hook punch towards Zombozo's face.

SMACK! THWOOSH!

The force of the punch caused Zombozo to go spinning in mid-air with his hat flying off the to the side and clattering onto the floor.

Whoosh...

Ghostfreak then slowly vanished from Zombozo's point of view as the clown mutant glared and began looking around.

Whoosh...

Not noticing Ghostfreak, the Ectonurite slowly reappeared behind Zombozo whispering, "Losing... my friends to some goofball... emotional vampire... In other words..."

THWACK! HONK!

Ghostfreak slammed his left fist onto Zombozo's clown nose with such force that it caused his clown nose to honk loudly whilst blood and spit flew out of Zombozo's mouth.

"GAH!" Zombozo gagged out in pain as Ghostfreak couldn't help but chuckle darkly in response.

Gritting his teeth in rage, Zombozo noticed Ghostfreak turning invisible again before threatening, "You're going down... clown..."

Annoyed, Zombozo continued to float in the air searching for Ghostfreak.

At the same, time, Ben was checking Gwen's pulse and trying to wake her up.

Whoosh...

Slowly, Ghostfreak floated behind Zombozo becoming fully tangible again with his grey skin before he whispered, "Right behind you..."

CRACK! WHUMP!

"Ooof!" Zombozo grunted in pain having been caught off guard.

Annoyed, Zombozo turned around and attempted to punch Ghostfreak.

WHOOSH!

The punch faded through the Ectonurite's body like it was nothing as a black mark covered the punch.

"How?!" Zombozo ranted in shock.

"Why don't... you figure it out...?" Ghostfreak darkly wheezed back.

WHACK!

Ghostfreak then delivered another punch to Zombozo's leg.

"ARGH!" Zombozo howled in pain as Ghostfreak chuckled darkly in response before whispering, "See you..."

Whoosh...

Vanishing from Zombozo's viewpoint, Ghostfreak floated past the circus tent and noticed a wooden board.

Looking around, the Ectonurite, noticed an injured Zombozo frantically searching the tent as Ghostfreak taunted, "Peek a boo..."

Spooked out, Zomobozo turned around as Ghostfreak grabbed the wooden board with his ghostly hands before he flew upwards and hurled the projectile to Zombozo.

WHOOSH! WHACK! CRASH!

Zombozo barely saw the projectile incoming as he flew back into the Psy-Clown crashing into the large glass structure of the machine.

Ultimately, the impact caused the Psy-Clown machine to spark and flare before it began exploding.

ZAP! SPARK! CRACK! KA-BOOM!

The Psy-Clown machine continued to explode before the machine finally imploded and fell apart into a massive pile of debris and rubble with electrical cables zapping onto the ground of the tent.

CRASH! WHAM! THOOM!

As black smoke rose from the remnants of the Psy-Clown, the souls of the victims that Zombozo had absorbed were finally freed from his evil plan.

THWOOSH!

Near Gwen, Ben continued trying to revive her as Ben spotted Gwen's soul entering her body again.

Immediately, Gwen's skin de-aged and reverted to normal as Ben smiled happily declaring, "Yes! Gwen's back."

At the same time outside the tent...

THWOOSH!

A large wave of blue energy rippled across the sky with the wind howling widely from the energy ripple.

All over the local area, the souls that Zombozo had taken were reverted as people quickly went from being tired and depressed to happy and energetic again.

At the Rust Bucket...

"Zzzz..." Max snored in exhaustion as his soul then pashed through the Rv and back into his body.

Immediately, Max woke up in shock as he looked around before he muttered in happiness, "Well, I'm not surprised. Stan beat Zombozo, I should go find the kids."

Activating the Rust Bucket, Max drove the vehicle off towards Zombozo's circus.

Back at Zombozo's circus inside the main tent...

Groaning, Zombozo slowly sat upright as he noticed Ghostfreak slowly floating down to confront him.

A shivering wreck, Zombozo scrambled out of the glass dome with the metallic cable still attached to him whilst Ghostfreak folded his arms looking calm and eerily quiet.

"I'm warning you to back off!" Zombozo shouted to Ghostfreak who calmly responded, "You want to see... something really scary...?"

Ghostfreak then reached for his chest and quite literally pulled it open as the skin peeled back.

RIP! SLURP!

Thick black tentacles with white lines squirmed underneath Ghostfreak's skin as Zombozo's eyes widened in horror and fear.

"ARGHH!" Zombozo screamed as he went flying back into the Psy-Clown.

THWIP! WHOOSH! WHAM!

The metallic cable disconnected from Zombozo's back as the mad clown plummeted onto the floor.

Quickly panicking, Zombozo crawled on his back away from Ghostfreak who muttered to himself, "I guess... that did the trick..."

Grabbing his skin, Ghostfreak carefully peeled his skin back under the tentacles he had.

Slurp... SHARP!

The Ectonurite then flew down to confront a whimpering Zombozo who was sat against the Psy-Clown violently shaking with fear.

"Damn it! I'm warning you, Stay back!" Zomobzo brokenly shouted out.

Annoyed with Zombozo, Ghostfreak aggressively squinted his eye and floated close to Zombozo's face muttering, "Ah... Now don't tell me... you're afraid of old... Ghostfreak are you...?"

"Please! No more!" Zombozo pleaded loudly as Ghostfreak finally declared, "You will... remember me... as the one... who scared you... BOO!"

Raising his hands towards Zombozo, the clown finally lost it.

"ARGGHHH!" Zombozo screamed in pain as his whole face and body began swelling up massively.

Shocked, Ghostfreak flew back away from Zombozo and watched on in confusion as Zombozo finally got bigger until he popped.

POP!

The pressure was too much for the clown to bare as Zombozo vanished in a poof of smoke and confetti.

Sighing darkly, Ghostfreak realized he had won with him muttering in disbelief, "I have to admit... even that freaked me out..."

BEEP! BEEP! BEEP!

The Omnitrix symbol on Ghostfreak's chest then began beeping red.

FLASH!

A large red light covered Ghostfreak as the Ectonurite morphed back to Stan blinding the circus tent briefly.

As the red light vanished, Stan slowly shook his head in exhaustion with the Omnitrix now recharging on his right arm.

"Stan over here!" Ben shouted out to him.

Turing his head, Stan noticed Ben and Gwen in the corner of the circus tent as Stan quickly walked over and kneeled next to a knocked out Gwen.

"Nice work as Ghostfreak." Ben praised Stan who smiled asking back, "Thanks, Zombozo had it coming though. How's Gwen doing?"

"She was tired out before, but I think she's coming to," Ben explained to Stan.

Nodding, Stan raised his left hand and shook Gwen's hand slightly with it.

Confused, Gwen's green eyes slowly opened up as she noticed Ben and Stan.

"Uh… Stan… Ben?" Gwen asked Stan who moved his left hand of Gwen's saying happily, "Good to see you again, Gwen."

"Where's that popcorn?" Gwen asked in confusion as Ben told her, "It's a long story."

"True, we should go now and leave before the cops show up," Stan suggested to the other two.

"The cops? What exactly occurred?" Gwen asked Stan who replied, "It's pretty ugly and it involved a creepy clown."

Frowning, Gwen slowly clambered back up from the ground before the kids slowly left Zombozo's circus.

Ten mins later... Outside Zombozo's circus...

The fog from earlier had now cleared up with several swat vehicles and police cars parked outside the establishment.

The circus freak trio was being questioned at the scene by Swat soldiers and police investigators as a news reporter was preparing to broadcast live with the Rust Bucket finally leaving Zombozo's circus behind for good.

Inside the vehicle, Ben and Gwen were sat in the side booth whilst Stan and Max were sat in the front of the vehicle.

"You feeling okay Max?" Stan inquired to Max.

"Happy as a lark, it was pretty clever using Ghostfreak to scare Zombozo and help Ben with his fear by scaring it away." Max praised Stan.

"Well, thanks, Max. Anyway, what's the next stop on the road trip?" Stan asked Max hoping to change the subject.

"We're heading to New Orleans. There should be plenty of sights to see there." Max informed Stan with intrigue.

"Didn't Hurricane Katrina damage New Orleans a while back?" Stan questioned Max who spoke, "Well, it did. But hopefully, the city should be recovering by now."

"Okay. I'm just going to have a quick nap then." Stan eagerly informed Max who calmly stated, "Sure, you don't need to tell me everything you're going to do."

Closing his eyes, Stan began drifting off to sleep snoozing quietly.

However, Gwen slowly sneaked down the hall of the Rust Bucket wearing a clown mask as she noticed a sleeping Stan.

Turning to Max, Gwen noticed that he was too busy driving before she gently tapped Stan on his knee.

"Not now..." Stan tiredly replied in response.

Giggling, Gwen slowly moved near Stan's face as he slowly opened his blue eyes noticing the clown mask.

"BOO!" Gwen shouted out to Stan who screamed back, "GAH!"

WHOOSH! THUNK!

Jumping back in shock, Stan's head smacked onto the cupboard.

"OW!" Stan complained in pain as Gwen laughed loudly not noticing Max frowning at her.

"Oh, hi Gwen, trying out some new makeup? That's a good look for you." Ben stated to Gwen as he walked over near her.

"Urgh, you're no fun anymore," Gwen complained as she threw the clown mask on the floor and stomped off in annoyance.

Ben and Max then began laughing before Stan sighed rolling his eyes in annoyance whilst the Rust Bucket drove onwards to New Orleans.

 **Author's note: So what did you think of the newest revised chapter of Stan 10? Remember to read and review. ;)**


	10. Chapter 10: Lucky Girl

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Hi there! Welcome to the latest chapter of Stan 10, this is the biggest update I have done yet as three whopping chapters have been added to the overall story!**

 **But I do have some news that will affect the story, don't worry it's a good thing. Anyway, enjoy reading.**

Italics: _Thinking._

Previously on Stan 10: Moving on from Albuquerque and the encounter with Rojo, Stan and the Tennyson trio found a friendly and charming circus belonging to a clown known as Zombozo.

Despite Ben's fear of clowns that he displayed, the vast majority of people seemed convinced that it was simply a normal circus and that nothing was threating about it.

However Stan and Ben discovered that Zombozo's circus was a horrific façade in that Zombozo drained people of their happiness and other positive attributes.

Upon discovering that Zombozo had affected Max and Gwen in significant ways, Stan transformed into Ghostfreak and successfully scared him by using his fears against him.

Now moving on from the circus incident to New Orleans. Gwen will soon find that she like Stan will be involved in an event that will change her life with a set of mysterious charms and a desperate source seeking to acquire them…

Chapter 10: 'Lucky Girl.'

It was a thick and cloudy miserable day as the Rust Bucket drove on a back road in the state of Louisiana near the city of New Orleans.

Inside the Rust Bucket, Max focused on driving the vehicle as usual, however, he was keeping an eye out for any potential hazards on the back road such as potholes.

Next to Max in the front seat, Ben was listening to music via earphones that were connected to a Sony Walkman device as he hummed to himself in happiness.

In the side booth, Gwen was researching articles on her laptop in intrigue whilst Stan was sat in the opposite booth.

Stan was flicking through the latest issue of Superman as he muttered out loud, "I'm the man of steel… Hah! Classic Superman!"

Giggling in happiness, Gwen couldn't help but stop working and peered around the corner of her laptop noticing Stan laughing.

"Um, hello could you keep it quiet, please? Some of us have better things to do than read comic books for young kids." Gwen bickered to Stan.

Noticing Gwen complain, Stan, adjusted his glasses slightly before he replied, "Gwen, comic books are not for young kids, they are enjoyable for every audience. Besides I'm a real-life hero now anyway."

"Really? Just because you found some stupid watch in the middle of the woods means that you can gloat now?" Gwen asked Stan in jealousy.

"Hey! I was not gloating, that's hypocritical. Are you still jealous Gwen?" Stan grinned, mocking Gwen.

Annoyed, Gwen ignored Stan as she went back to her laptop thinking, " _Damn. All Stan does is get to be a hero and save people! I want some of that glory and action as well! Urgh..."_

Yawning, Stan then grabbed his Superman comic from the table and left the side booth as Stan walked over to the front of the Rust Bucket.

"Hey, guys." Stan greeted Ben and Max.

"Oh, hey there." Ben stated as Max spoke, "Greetings, kiddo."

"So how far is it to New Orleans?" Stan asked Max who said back, "We should be there in about twenty to thirty mins."

"Cool, so what are we doing there?" Ben asked Max who spoke to him, "I booked us a museum guided tour if you remember from yesterday."

"Oh, right after that whole mess with Zombozo." Stan remembered from yesterday as Ben shuddered to mutter, "Don't remind me."

"Anyway you kids just relax, I'll let you know where we'll be," Max informed the two boys.

Smiling, Stan turned around and walked to the back of the Rust Bucket as the large Rv slowly drove past a sign that said, 'Welcome to New Orleans!'

Forty mins later...

The wind howled outside as Stan and The Tennyson trio was now inside the New Orleans historic Voodoo museum.

Inside the museum, various displays and other creepy but old artefacts detailing the cultural history of New Orleans lurked around in the building.

Within the museum, a small crowd gathered around a female elderly tour guide who provided information about the establishment in the large room.

Watching on with curiosity, Stan listened to the tour guide whilst Gwen was looking at the many exhibits with intrigue.

As for Max, he was reading a tourist brochure about the city while Ben was messing around.

"Blah..." Ben mumbled under a voodoo mask he was wearing as he took it off and laughed happily.

Putting the voodoo mask on the display again, Ben turned around and caught up with the others as the tour guide showed the crowd a large book in a special glass case.

"And behind this impenetrable glass is the recently discovered and only known existing copy of the Archamada Book of Spells!" The tour guide introduced the book.

The Archamada Book of Spells itself is a medium-sized book.

The book has a blue cover protecting the contents inside with a bright yellow symbol in the middle.

Oddly enough, the bright yellow symbol is almost like a look with various gold covering located on each side of the book.

Whilst the tour guide continued to provide information, Gwen could not help but smile in excitement as she began to copy what the tour guide was informing.

"It contains ancient witchcraft and rituals from the late 1600s." Both Gwen and the tour guide spoke at the same time.

Confused, the tour guide noticed Gwen copying her before she coughed muttering to Gwen, "Tch. Maybe you should work here dear. Now then if you will please…"

Sighing, Gwen lowered her head in disappointment whilst the tour guide walked away from her.

As the crowd followed on, Stan and Ben quickly walked over to comfort her.

"Don't let mummy face get to you. She's probably older than that spellbook." Ben mockingly spoke about the tour guide.

"BZZZZ!" Ben continued blowing a loud raspberry with his tongue before he froze like a mummy.

Gwen laughed in happiness whilst Stan giggled in response to having another one of his 'Happy moments.'

No longer giggling, Stan calmly stated to Gwen, "Ben's right Gwen. Don't let someone discredit you for…"

Rumble… Shake...

The museum building rumbled slightly with dust flying from the ceiling as everyone inside the museum looked around in confusion.

"Was that an earthquake?" Gwen pondered to herself.

Rumble...

And then the museum began to shake again as the gravity went haywire.

WHOOSH! BZZZT!

One by one each of the kids ended up being flung upwards into the air along with the other people in the room.

Screaming each member of the crowd was hurled upwards into the air with everyone landing on the ceiling.

THUNK!

"Ooof!" Stan grunted in pain as he felt himself slam into the ceiling.

Slowly reopening his eyes, Stan discovered that to his shock, he was hanging against the ceiling among dozens of other people.

"Something tells me this is not on the tour!" Max exclaimed in shock before Stan shouted out, "Why has the gravity gone wonky?!"

ZAP! SMASH! WHOOSH!

Something flashed in the air outside as a red aura floated in through a nearby glass window which shattered into debris.

The red aura then floated inside the museum as the aura floated near the Archamada Book of Spells.

THWOOSH! ZAP!

The red aura then vanished as a humanoid figure emerged from the red smoke gave off.

Oddly enough the figure was floating in mid-air with his red cape floating upwards.

The figure was revealed to be a male who seemed to be in his mid-50s to early 60s.

He had pale ghost-like skin with a skull-like face and black yellow eyes staring brightly at the book.

He had several tattoos on his arms that seemed to be magic-based along with a drop around his neck.

He wore crude clothing such as black coverings for his feet and hands whilst a black tapestry dragged over his front and body like a cape with a red outline along with a thick black hood to cover his head.

He was also shown to be carrying a large wooden staff in his left hand that had a bird-like head with a golden ring that ran through its eyes.

Finally, the necklace he wore had six various charms on his neck as well.

This is the dark and cunning magician known as Hex.

Observing the book trapped in the glass case, Hex spoke in a thick and deep voice that echoed throughout the room, "The Archamada Book of Spells, all of its power shall soon be mine!"

On Hex's necklace, one of the charms began to glow a bright yellow colour before the sorcerer shouted out words that Stan had never heard before, "That Mey Goof!"

BZZZT! CRACK! CRASH! THWOOSH!

A large yellow flash surrounded the bookcase before it exploded.

BLAST! WHOOSH!

The bookcase exploded with the glass flying into the air briefly before it landed onto the ground as a bright yellow flash blinded the room briefly.

On the ceiling, Stan grunted as he slowly managed to move his left hand.

"Ughhh..." Stan grunted as he managed to drag his left hand over to his right arm and pressed down the Omnitrix button.

BEEP!

The Omnitrix activated as Stan managed to slowly flick through to the XLR8 silhouette.

On the ground, Hex used his magic to levitate the book in mid-air before he grasped it.

"Okay, fine this guy wants to cause trouble? I'll just change." Stan mumbled under his breath as he prepared to transform.

However, Hex heard the Omnitrix activating as he looked upwards and noticed Stan ready to transform.

Huffing under his breath, Hex activated his staff as it glowed yellow.

BZZZT! WHOOSH!

Immediately, the gravity revered back to normal as the people on the ceiling began plunging back down to the ground.

"Oh crap!" Ben screamed out loudly as he began falling towards the ground.

FLICK! WHOOSH! THWOOSH!

"ARGHHH!" Everyone in the room screamed out loudly panicking.

Gulping, Stan quickly slammed down the exposed Omnitrix core and transformed with a large flash of green light covering him.

FLASH!

Quickly emerging from the green light, XLR8 shook his head dazed by the transformation.

WHOOSH!

No longer dazed, XLR8 noticed that he was plunging towards the ground.

Quickly taking action, XLR8 retracted his helmet over his face as the Kineceleran landed on the ground.

ZIP! THUD! WHOOSH!

Zipping downwards like a missile, XLR8 noticed a large red tapestry connected to the wall.

Acting on instinct, XLR8 ran upwards to the banner.

ZIP! WHOOSH!

Grabbing hold of the ropes, the Kineceleran quickly used his ambidextrous hands to drop the ropes into a large knot.

ZIP! WHOOSH!

XLR8 then sprinted over to the opposite side of the banner and quickly modified the rope into a knot on the other side.

WHUMP!

The red tapestry ended up forming into a large slide as the various falling people safely landed on it.

BOING! WHUMP! BOUNCE!

One by one each person slid down onto the tapestry as XLR8 quickly counted the number of people with Max sliding down last.

"Three... Two... One... Okay! I need everyone to get out now!" XLR8 shouted out to the medium-sized crowd of people.

Following XLR8's advice, the vast majority of the crowd quickly sprinted towards the exit as Max advised XLR8, "Stan, be careful. We don't know what trick's he has got up his sleeve."

"Thanks, I'll be careful," XLR8 responded to Max.

Nodding, Max then led Ben and Gwen outside the large room with the rest of the crowd as XLR8 turned and glanced towards Hex.

WHACK!

XLR8's tail lashed the brick wall as he muttered to Hex, "Dude, you want a book? Try the library."

Hex merely stayed calm as another one of the charms on his neck glowed yellow.

BZZZT!

XLR8's mask quickly flicked and covered his face as Hex thrust his right arm back yelling, "Berdi Mordo Nata!"

WHOOSH! BLAST!

A large yellow heat beam fired out from Hex's staff towards XLR8.

ZIP! BLAM!

XLR8 narrowly dodged the heat beam taunting Hex, "You wouldn't happen to be saying gibberish would you?"

"Silence lizard! You will feel my wrath!" Hex shouted back to XLR8 in response.

Hiss...

Confused, XLR8 turned around and noticed that the heat beam had ignited the large red tapestry.

Surrounded by the flames, XLR8 quickly scaled upwards onto the wall narrowly missing the burning flames below on the ground.

WHOOSH! ZIP! BURN!

Annoyed, Hex aimed his staff towards the Kineceleran as it glowed red.

BZZZT! WHOOSH! CRACK! WHAM! BLAST!

Red homing projectiles fired out from the Hex's staff as the Kineceleran swiftly dodged the homing projectiles with them exploding on the ceiling.

SCREECH! BLAM! KABOOM!

Skidding downwards on the ground, XLR8 sprinted towards Hex yelling out, "Missed me!"

Glaring, Hex aimed his staff towards XLR8 and fired a yellow beam from it.

BZZZT! WHOOSH!

"GAH!" XLR8 yelled in shock as he skidded and tripped over the ground before he crashed into a nearby wall.

SKIDD! CRASH!

Rubble and dust flew off the wall as XLR8 groaned in pain.

Seeing his opportunity, Hex prepared to finish XLR8 off when...

Whoosh!

THWACK!

Two barrels slammed into Hex's back.

CLANG!

As the barrels rolled to the side, Hex turned around and noticed the Tennyson trio behind him.

"Guess we got his attention!" Gwen shouted out in shock as Max replied, "Kind of wish we had not." With Ben dropping his famous catchphrase, "Oh, man."

Fed up with the constant delays for his plan, Hex aimed his staff at the Tennyson trio as it glowed yellow.

FLICK! THWOOSH!

The Tennyson trio was sent scrambling across the floor as Hex once again manipulated the gravity.

Stunned, XLR8 zipped towards Hex before he jumped up and leapt in with a diving kick yelling out, "Don't touch my friends and family!"

WHOOSH! THWACK!

Stunned, Hex'x was sent stumbling back by XLR8's kick as the Kineceleran then zoomed around Hex.

THWOOSH! ZIP! WHOOSH!

A medium-sized tornado of black and black colours surrounded Hex as XLR8 delivered numerous jabs and crosses to the sorcerer.

SMACK! WHACK! CRACK! BLAM! PUNCH!

"Ooof!" Hex yelled in pain as one of the charms connected to Hex's neck flew off to the side and clattered on the floor.

WHOOSH!

XLR8 then morphed the tornado even higher before XLR8 ended it as it cleared away.

CRASH! CRACK! WHOOSH!

Smoke and dust filled up the interior of the museum as XLR8 stood over a battered Hex lying in a small crater on the floor.

Observing Hex's battered state, the Kineceleran retracted his helmet downwards mocking Hex, "Tch... Your so-called magic is nothing compared to my alien forms."

"Ugh..." Hex groaned back in response.

Chuckling, XLR8 slowly looked away from Hex and noticed one of his charms lying on the ground.

Curious, XLR8 leant down and grabbed the discarded charm with his thick claws before he turned around and noticed the Tennyson trio walking over to him.

Ben and Max were smiling at XLR8 whilst Gwen unusually seemed quiet and glum.

"Nice job." Max complemented XLR8 as Ben shouted out, "Way to go XLR8!"

"Just doing what I need to do and keeping it low key. We should probably go." XLR8 informed the others.

Agreeing with XLR8, Ben and Max followed XLR8 as Gwen sighed from the back muttering unhappily, "Why does Stan get all the glory and I don't?"

Sulking, Gwen reluctantly followed the group lurking behind at the back.

Opening the exit door, XLR8 walked out in shock before yelling, "What the?!"

Outside the New Orleans Voodoo museum dozens of reporters, photographers and journalists saw XLR8.

"There it is!" A random reporter shouted out noticing the Kineceleran.

Almost instantly, XLR8 was swamped by the mass amount of reporters attempting to talk to him as the Tennyson trio ended up being pushed to the side by the crowd.

Shocked, XLR8 gulped under his breath as a female reporter approached him asking, "Hello! I'm Lucy Williams, reporting for CNN. What is the story behind your success?"

Struggling to process the question begin asked, XLR8 nervously asked back, "Well... I um... You want to know who I am?"

"Sure, we might as well know the truth behind all these recent sightings with creatures like you." A random photographer shouted out to XLR8.

Hoping to protect his identity, XLR8 stated, "Oh, I do have time to provide some information on who I am... My name is XLR8 and I'm an alien."

"Where do you come from?" the reporter asked XLR8 who lied, "Well, Space... and I hail from the planet known as Obani. It's a very nice planet..."

Nearby, Ben and Max slowly whispered to each other whilst Gwen continued watching XLR8 gloomily.

"Is he making this up, Grandpa?" Ben whispered to Max who whispered back, "Hard to tell, I can't make out anything he's saying."

"I think I do. He's possibly lying by saying stuff he knows from a game or film I bet." Ben suggested to Max.

Realizing Ben was right, Max whispered, "True, he does seem nervous and somewhat terrified of media attention. I can't help but imagine how bad it would be if the world ever found about him."

"I mean who wouldn't want media attention these days?!" Ben asked Max in confusion.

"Not everyone. Some people who are famous like to keep things quiet and peaceful to themselves." Gwen finally talked suggesting her theory on Stan's worry.

Back near the entrance to the museum, XLR8 continued to sweat with the Kineceleran rambling on about fake facts as he finished with, "So there you have it..."

As XLR8 finished talking a photographer asked him, "Do you want any photos being taken?"

Hoping to finally escape, XLR8 shrugged before shouting out, "Well... Eh sure why not, Who's your hero!"

The nearby crowd then cheered loudly in approval as XLR8 began posing for pictures graciously.

As XLR8 posed for the pictures, the police officers deployed struggled to keep the large crowd that had gathered outside the museum entrance.

At the same time, a pair of medical workers wheeled a gurney out of the museum with an injured Hex being loaded into a hospital ambulance.

Frowning, Gwen huffed in annoyance and crossed her arms as the cameras continued to take pictures as XLR8 then waved goodbye saying, "Okay, I need to go now... But thank you for your time!"

WHOOSH! ZIP!

The Kineceleran then rushed off in a blaze of blue light and sped away from the Voodoo Museum.

Stunned, the photographers and news reporters began gathering their equipment and leaving the area with the Tennyson trio quietly walking away from the scene as the police began dismissing the large crowd away from the museum entrance.

However, a sole single CCTV camera had been recording the XLR8 event...

Twenty mins later...

It was late afternoon as the Rust Bucket drove down a side street in New Orleans.

Inside the vehicle, Stan was sat down in the side booth as he fumbled around with his Star Wars backpack looking for something.

Opposite Stan, Gwen was watching him with jealousy and anger whilst Ben could be heard humming in the bathroom.

And guess what? Max was driving the Rust Bucket at the front as usual.

"Where did I put that Superman comic?! Must be near my Wonder Woman copy..." Stan mumbled to himself.

Having had enough of Stan's obsession with heroics, Gwen ranted out, "Um hello?! Are you blind?"

Noticing Gwen shout at him, Stan looked at her muttering back, "Oh, what now Gwen? I want to read the newest edition of The Man of Steel."

"All I'm saying is that you did not exactly stop that creep all by your self-today okay?!" Gwen ranted in annoyance to Stan.

"Yes, I know and..." Stan began as Gwen intervened angrily yelling, "No! I helped save your sorry ass! But does anyone notice me?! No, they don't!"

As Gwen finished ranting, Stan frowned slightly as he took out the charm he had snagged from Hex earlier and placed it on the table.

"Gwen, being a hero is not about attracting attention to yourself. If it's one thing I've learned from DC comics, people like me need to protect our identities."

Frowning, Gwen jumped upwards with her arms before she yelled loudly, "WHO'S YOUR HERO?! You were saying..."

Annoyed, Stan retaliated back, "Okay, I had to act because of the press okay?"

"Hmph!" Gwen mumbled in annoyance as Max peered from the driver's seat commenting, "I noticed you, Gwen."

"We're related. So that does not count." Gwen spoke back to Max as she noticed Ben walking by.

"What's up with you dweeb? Sounds like demand for fame is getting to your head." Ben mockingly taunted Gwen.

Fed up with everyone bothering her, Gwen shouted to Ben, "Not now doofus! I'm having a bad day."

"Well, I think Ben does have a point, Gwen. Plus no offence, you threw a trash can at the individual in the museum which does not exactly make you a hero." Stan reminded Gwen.

Furious, Gwen gritted her fingers on the table before she waved her fingers in the air annoyed and frustrated.

Laughing, Ben walked past Stan and Gwen towards the front of the Rust Bucket as Gwen yelled to Stan, "Wake up! The only reason you're a big hero is that watch."

Stunned, Stan looked at the Omnitrix on his right arm as a mixture of emotions overwhelmed him before he looked away from Gwen and lowered his arm.

"If I had found it before you, then I would be getting all the attention and the cool souvenirs!" Gwen continued to rant at Stan before she huffed again and went silent.

Frowning, Stan spotted Hex's charm on the table near his bag as he then asked Gwen, "Do you want this charm?"

Surprised by Stan's act of kindness, Gwen calmly stared at Stan asking back, "Really?"

"Yeah, I've got a bunch of cool collectables anyway." Stan casually replied to Gwen who stretched his hand towards Gwen's.

Smiling, Gwen carefully grasped the charm with her fingers as she observed it with intrigue.

"Gwen, don't you have something to say?" Max reminded Gwen as Ben mockingly added, "Yeah, don't you?"

"I just wanted to say thank you for this generous donation." Gwen happily stated to Stan.

Smiling, Stan happily replied, "You're welcome."

Meanwhile on another road near the outskirts of New Orleans...

The medical ambulance that had acquired Hex continued to drive onwards to the local hospital.

Inside the medical vehicle, the two medical drivers were discussing the events that had recently occurred on the news regarding the sightings of various Omnitrix aliens.

In the main section of the ambulance, a young medical worker checked and monitored Hex's heart rate and vitals.

BZZZT!

One of the charms on Hex's neck then glowed yellow as his eyes popped open.

Stunned, the medical worker stepped back in shock as Hex declared, "My destiny shall be fulfilled."

KA-BLAM! SCREECH!

The ambulance screeched to a halt before the back doors were sent flying off with smoke rising from the back of the vehicle.

WHUNK!

Confused, the ambulance drivers noticed Hex creepily floating across the ground towards the New Orleans bayou.

"What is this world coming to?!" One of the medical drivers yelled in shock as his coworker shouted, "I don't know man... Oh god! Phil, hurry!"

Frantically scrambling out the back seat, the medical workers quickly checked on their coworker as Hex floated back to the New Orleans Voodoo museum...

Meanwhile back with the main group...

The Rust Bucket was parked outside of a fancy New Orleans restaurant known as Oceana Grill.

Inside the restaurant, various customers were eating different meals of all kinds.

At a table reserved for four, Stan crunched down on a nearby crawfish he was happily enjoying sat next to Max.

Opposite Stan sat Gwen who was now wearing Hex's charm via a rope around her neck as Ben sat next to her.

Crunch!

Ben happily crunched down on the last crawfish he had before both him and Gwen noticed the last the piece of crawfish on the table.

BZZZT!

Unbeknownst to anyone else, Gwen's charm on her neck started glowing bright yellow.

"I've been counting. You've had eleven crawfish on my nine." Gwen informed Ben who cockily replied, "Sounds like it's time for an even dozen."

Not taking any chances, Gwen thwacked Ben's fork.

Whump!

The fork went flying off the to side as Gwen told Ben, "I don't think so."

"What?!" Ben exclaimed in shock as no one noticed the fork flying over towards the foot of a waiter who was carrying a tray with food and drinks on.

Whoosh... POING!

"GAH!" The waiter yelled in shock as she dropped the tray onto the floor with a glass cup accidentally being smacked upwards by her.

WHOOSH! CRASH! SMASH! CLANG!

The tray crashed onto the floor as food and glasses were sent scattering across the floor.

At the same time, the glass cup landed on the chandelier before it was sent hurling across the spinning chandelier.

SPIN! WHOOSH!

The glass cup ended up plunging into the kitchen before the glass cup smacked into the back of a chief.

"OW!" The cooking chief grunted as he slammed back into a tray full of crawfish at a fast speed.

BUMP! WHOOSH!

The impact caused the tray of crawfish to be catapulted out of the kitchen.

WHAM!

The kitchen doors were slammed open as the crawfish tray rumbled on over to the table where the main group was sat.

"What the?!" Stan yelled in shock as Max shouted to everyone on the table, "Duck!"

Everyone on the table narrowly ducked as the tray cart slammed into the wooden table.

CRASH! WHOOSH!

Ben gasped in shock as he noticed the bowl of crawfish flying in the air towards him.

SPLAT! WHAM!

"Ugh..." Ben groaned as he slowly moved the bowl of crawfish off his eyes.

The impact had sent crawfish squirming all over him and the table itself with Stan and Max froze in shock.

Seeing her opportunity, Gwen then snagged the last cooked crawfish and ate it from the bowl saying, "Okay, now I'm full."

Frozen in horror, Ben realized live crawfish were squirming all over him as Stan noticed a live crawfish squirm into Ben's nose.

"Umm Ben..." Stan blurted out in horror as Ben panicked yelling out, "But they're not! AGH!"

Screaming Ben toppled off his chair and crashed onto the floor.

Whoosh! BANG!

Stan felt his face go green from the disgusting event as Gwen and Max began laughing loudly.

"Gain way! I need the bathroom!" Stan screamed out ready to puke.

Whoosh! CRASH!

Stan then jumped off his chair and quickly sprinted off to a nearby bathroom.

SLAM!

Laughing even louder, Gwen smirked at the chaos the boys had ended up in before she noticed the charm glowing yellow around her neck.

BZZZT!

The charm then stopped glowing yellow before it flashed back to its dark black colour no longer active.

At the same time back at the New Orleans Voodoo Museum...

WHAM! BLAST! CRASH!

Hex grunted in annoyance as he threw some old books onto the floor with his destructive sacking of the building continuing.

Hex was looking for the Archamada Book of Spells as his destruction of the property had left various ransacked exhibits in his wake with a security guard hanging upside down preventing him from calling for assistance.

SMASH!

A frustrated Hex then knocked over a marble statue that toppled onto the ground crashing in rubble as the sorcerer then confronted the security guard asking him, "Where is the Archamada Book of Spells?"

"I ain't tell you anything dumbass!" the security guard bluntly shouted back in defiance.

Annoyed, Hex took out his staff as another one of his charms glowed yellow.

BZZZT!

"Avan Keda Vra!" Hex muttered out as he pointed the staff towards the security guard.

Glowing yellow briefly, the security guard's eyes widened in pain before he began screaming and coughing.

"ARGH!" The guard howled in pain as blood slowly began leaking out from his mouth.

"Now tell me! Or I will make you suffer more." Hex threatened the security guard.

Seeing no choice, the security guard reluctantly stated, "Alright! We locked it in the vault..."

Smirking, Hex released his grip on the staff as the guard stopped gagging in pain but he was still hung upside down.

Walking past the guard to a large steel vault, Hex muttered out, "Lata Avidimona Lata!"

BZZZT! CREAK... SMASH! WHAM!

Immediately, the vault door glowed yellow and imploded in on itself before Hex used his staff and sent the vault door flying to the side.

Statifisted, Hex calmly raised his hand as the book floated towards him declaring victoriously, "Yes... Soon my power will no known limits!"

BZZZT! WHOOSH!

Grinning, Hex then raised his arms and staff and began glowing yellow.

THWOOSH! RUMBLE!

The museum began rumbling as violent and power yellow aura of magic and energy surrounded Hex when...

ZAP! SPARK! BZZZT!

"Urgh!" Hex grunted in pain as he kneeled on the floor as the yellow magic aura surrounding him quickly fizzled away.

Frowning, Hex noticed the missing charm on his neck muttering, "One charm is missing... Of course the battle with that speed creature! I must make haste and acquire it quickly so that I can regain my full power."

Slowly walking out of the room, Hex's staff glowed yellow as he left the building.

Whoosh! THUNK!

"GAH!" the security guard grunted in pain as he dropped onto the floor with Hex leaving the museum behind.

Twenty mins later on the other side of New Orleans near the Rust Bucket...

The group was walking through the narrow streets of New Orleans in a market district filled with various shops and stalls.

The clouds had also now cleared up with a pale cloudless sky now covering the sky in the evening.

Stan lurked near the back of the group as he thought about the events that had occurred in the restaurant.

 _"How did Gwen do that? I mean she does not have powers like me, so how?"_ Stan pondered as he walked down the path paying attention not to hit anyone or anything.

Flashing his blue eyes towards Ben, Stan heard Max point out, "In all my travels, I never once saw a crawfish climb up someone's nostril until today Ben."

Gwen and Max then blurted out in laughter again as Stan smiled slightly at the joke.

"Ha… Glad I could make your day Grandpa." Ben responded sarcastically as Stan replied to him, "Yeah, it was not the best thing for you huh?"

Grinning, Gwen turned to Stan and spoke happily to him, "Oh Stan, Thanks for this good luck charm, I feel like I should get you something in return."

Stunned, Stan couldn't help but stop walking and blush slightly as Gwen walked over to a hot dog vendor.

"Help! Help! They stole my purse!" Someone shouted out for help.

Stunned, Stan's red blush immediately vanished as his left-hand automatically reached for the Omnitrix.

Turning his head, Stan noticed three common thugs running down the street with one of carrying a stolen purse.

Quickly thinking, Max stood defensively in the middle of the street halting the criminal whilst Stan moved his left hand away from the Omnitrix.

"That's far enough!" Max shouted at the thugs.

Stopping to a halt, the lead thug laughed at this statement with his goons chuckling as well.

"Oh yeah? Who's going to make us, you pop?!" The lead thug taunted Max.

"A little friend I like to call Diamondhead," Stan mumbled under his breath before he quietly sneaked behind the hot dog stand.

Gulping, Ben slowly backed off muttering under his breath, "Oh man, it sucks that I can't do anything to help. Maybe one day…"

Kneeling near the hot dog stand, Stan tried to get the Omnitrix to work as the lead thug took out an industrial lead pipe from his coat and walked towards Max.

BEEP! FLICK! SPARK!

The Omnitrix beeped negatively with the core not popping up as Stan pleaded behind the hot dog stand, "Oh come, I need someone to use!"

Moving forward the lead thug noticed Gwen's necklace and smirked darkly with a greedy and malicious look appearing in his eyes.

"Hey, hey. That's a nice little necklace you got there girlie." The thug mocked Gwen darkly.

Bravely, Max stood in front of Ben and Gwen protecting them as stan frantically tried to get the Omnitrix working muttering, "Ugh, this is not a lucky day for me or Ben."

BZZZT!

Unbeknownst to anyone else, Gwen's charm started glowing yellow again.

Annoyed at not being able to help, Ben shoved Gwen back yelling out in anger, "That's it! I'm tired of not being able to help!"

"Ben! Get back!" Max ordered Ben as Gwen shouted in shock, "Hey!"

Giving up on trying to get the Omnitrix to work, Stan peered up from the hot dog stand and what a crazy chain of events that baffled him.

As Gwen stumbled backwards, she was accidentally sent flying into a juggler who was balancing three bowling pins in his hands.

WHOOSH! BANG!

"ARGH!" The shocked juggler yelled as he struggled to maintain his balance on the tricycle.

WHOOSH! CLANG!

As the juggled flipped over and fell off his tricycle, the wheel off the tricycle flew off towards one of the thugs.

SLAM! CLONG!

"Ooof!" the thug shouted out in pain as he slid across the ground before the bowling pins crash-landed on his head.

CLONG! CLANG! BOING!

"Ugh..." the thug groaned as he fell onto the ground dazed.

Seeing his opportunity, Max grabbed hold of the thug leader and restrained him in a bear hug holding him captive due to his larger size.

Alone, the last thug quickly cornered Ben who bravely held his ground.

Frowning, Gwen quickly rushed forward before she accidentally stepped on a mustard bottle.

SPLURT!

Yellow mustard spotted in the owner of the hot dog vendor.

"My eyes!" The hot dog vendor owner yelled in pain as he rubbed his eyes before he kicked the hot dog cart accident.

WHOOSH! SKID! CRASH!

Ben narrowly dodged the hot dog cart with the runaway vehicle crashing into a nearby wall with the thug attached to it.

SLAM! WHACK!

Finally, the last thug on the ground groaned as he slowly stood up only for the impact that the hot dog cart caused the flower pot to fall off the wall.

CRASH!

The flower pot impacted the thug's head as his eyes boggled out comedically before he finally fell to the ground knocked out.

Whump!

"Umm… what just happened?!" Stan muttered in confusion and shock.

Nobody answered back in response as Gwen once again noticed the glowing charm around her neck.

BZZZT!

Gwen's charm then stopped glowing yellow and reverted to its normal colour as Gwen spoke in awe, "Huh... Cool."

"Did Gwen just save the day?" A baffled Ben asked Max who replied, "Looks like she did."

Stunned, Stan couldn't help but stay quiet as he noticed an elderly lady walking over with a police officer.

"This little girl is a hero officer." The elderly lady informed Gwen who turned around and replied happily, "Oh me? Just lucky I guess."

As the police officer walked over to the thugs, Gwen looked around and noticed a mask shop.

Smirking in satisfaction with her green eyes widening, Gwen asked Max, "Grandpa, can I go to the mask shop?"

"Sure, I'll help if you like." Max called back to Gwen who calmly stated, "Nah, I've got this."

Walking over to the mask shop, Gwen smirked happily as Stan regrouped with Ben and Max whilst the thugs were slowly arrested by police officers.

"How do you feel about Gwen taking your credit Stan?" Ben asked Stan who calmly responded, "I think it was a mere coincidence. She can't have powers right?!"

Concerned about Stan, Max quickly calmed him down stating, "Now, then Stan. Don't get so riled up. We'll talk about it in the morning."

Agreeing with Max, Stan pointed out, "I know, I think Gwen has been lucky today. I'm sure everything will go back to normal in the morning."

Max smiled back in response before he walked off as Ben rolled his eyes behind Max's back.

Preparing to walk back to the Rust Bucket, Stan noticed Gwen exiting the shop carrying a goodie bag which contained a cat mask and some other props.

 _"I don't know how you did it, Gwen. But it must be connected to that charm that crazy guy in the museum was using. There must be a logical explanation for all this."_ Stan pondered in his head as he watched Gwen walk by him.

No longer thinking, Stan followed the Tennyson trio back to the Rust Bucket as he wondered what would happen tomorrow.

Several hours later…

It was a bright and sunny day as the Rust Bucket was parked in a nearby parking zone next to a construction site.

Inside the Rust Bucket, Max snored loudly near the front of the RV, "ZZZZZ..."

"Ugh..." Ben groaned as he tossed and turned in his bed above Stan who was sleeping quietly under his bed.

Grabbing the pillow off his bed, Ben tired covering his ears before rambling out, "Hey Gwen? You got a mega-sized cork on you?"

At the mention of food, Stan's blue eyes slowly opened before he yawned exclaiming tiredly, "Eh what? Fork? Is it dinner time already?"

Looking around the Rust Bucket, Ben spotted that Gwen was nowhere to been found in the Rust Bucket.

"No, Gwen's not in the Rust Bucket." Ben spoke to Stan who moved his hands over his face stating, "Just let me get changed and we'll find her."

Clambering out of his bed, Stan faintly heard a ball being bounced outside.

A few moments later...

Creak...

The side door of the Rust Bucket opened up as Stan and Ben emerged outside.

Both boys then spotted Gwen playing with a basketball on a ball court.

BZZZT!

Gwen's charm then began glowing yellow again as Gwen turned her back towards the ball hoop and closed her eyes.

WHOOSH!

Gwen then threw the basketball behind her back into the air.

THWOOSH!

The basketball flew past the basketball hoop before it bounced off the roof of another parked RV.

BOING! WHOOSH!

The basketball then flew towards a TV antenna on the RV as it stretched and launched the basketball upwards again.

THWOOSH!

The basketball then landed on an electrical cable as the ball rolled on with gravity taking over before the ball stopped above the basketball hoop.

THUMP! WHOOSH!

The basketball then plunged off the electrical cables and plunged into the basketball ball hoop as Ben managed to catch the ball.

"Nothing like the bottom of the net again," Gwen muttered happily as she noticed Stan and Ben arriving.

"Morning Gwen." Stan greeted Gwen as Ben said to Gwen, "Okay, we are defiantly not playing horse."

"Give me that ball Ben!" Gwen shouted out to Ben in annoyance as her charm stopped glowing yellow.

BZZZT!

"No way! Not until you tell me how you did that." Ben yelled back to Gwen as Stan calmly stated, "Yeah, I would like to know as well Gwen."

Grinning, Gwen happily boasted about the lucky charm saying, "What can I say? I guess I'm charmed. It's like every time it glows, everything goes my way."

Noticing the glowing yellow charm, Stan finally realized what Gwen meant as Ben blurted out in anger, "Well, it sucks because I'm the only one who does not have any special powers!"

"Hey, you just need to be patient and wait." Gwen bluntly stated to Ben as Stan optimistically suggested, "Yeah, I guess something will pop up soon right?"

Creak...

The side door of the Rust Bucket once again opened as an amused Max exited the vehicle saying, "Ah… Nothing like a good night's sleep. Who wants breakfast?"

Feeling hungry, Stan turned to Max asking him, "Got any pancakes?"

CRAKABOOM!

A massive explosion caught the attention of everyone in the area.

Shocked, Stan looked at the nearby construction site and spotted machinery and structure failing from the site with two workers stuck on a lift connected to the structure.

SNAP! CRACK! BLAM!

The cable then snapped as the lift malfunctioned and dangled sidewards.

WHOOSH! THUD!

The two workers ended up dangling onto the malfunctioning lift with a large crowd quickly gathering below the accident site.

Stan looked at Max who nodded back indicating he could use the Omnitrix.

Smirking, Stan looked down at the Omnitrix as the charm on Gwen's neck glowed bright yellow again.

BZZZT!

"I'd better go Wildmutt or Stinkfly and save the workers!" Stan muttered to Ben who smiled saying back, "Yeah, time to watch a real hero go to work. Good luck."

Seeing her opportunity to prove herself, Gwen shouted out, "Hold that thought! I'll be right back."

BEEP!

As Gwen ran back to the Rust Bucket, Stan activated the Omnitrix and scrolled through to the Wildmutt silhouette thinking about his choice.

 _"Should I use Wildmutt? Then again... Screw it. I need to act quickly."_ Stan realized in thought before he slammed down the exposed core.

A bright flash of green light enveloped Stan and the surrounding area briefly before Wildmutt emerged from the green light snarling loudly.

FLASH!

"ROARR!" Wildmutt howled in anger as the Vulpimancer ran forward past Ben and Max towards the construction site.

"Please help me..." Someone moaned in pain nearby.

Confused, Ben and Max noticed a broken and battered truck that was crushed with a large metal pipe with a truck driver trapped inside.

Hiss... SPARK! BLAM!

A spark of energy then ignited the truck engine with it lighting on fire.

Stunned, Ben and Max attempted to help only for Gwen to reappear wearing a completely different outfit.

Gwen was now wearing a homemade and custom-designed superheroine costume.

It consisted off a dark blue jumpsuit that covered Gwen's body along with a matching pair of blue gloves and shoes with the glowing yellow charm still tied around her neck.

The jumpsuit also had a light blue sash around Gwen's waist that dangled like a cloth belt of a martial arts gi.

Finishing the design was a dark blue cat mask that had cat ears with two soles for the eyes along with a light purple shading around the eyes.

This is Gwen's heroic alter ego: Lucky Girl!

"Uh, is that Gwen? She looks like Catwoman." Ben mumbled in shock as Max inquired, "Gwen? What are you doing?"

"It's Lucky Girl, and I'm going to save the day!" Gwen triumphantly shouted out before she ran over to the construction site.

At the construction site, Wildmutt looked around the area trying to figure out a good way to scale the building as the crowd watched on.

As Lucky Girl arrived on the scene, she noticed the panicking crowd as she yelled out, "Everyone, Stay calm! I'm here to help."

Confused, the crowd turned away from Wildmutt with the various people spotting Lucky Girl.

Stunned, the people began talking about the young heroine in awe and confusion as Wildmutt snorted slightly before he began scaling the construction building.

"Who is that?" Someone asked in confusion as another person added, "I don't know, she seems very young, however."

"This will be very interesting to watch." One last person spoke finishing the conclusion.

Looking around to free the trapped construction worker in the truck, Lucky Girl noticed a wooden plank that was stacked on another one at the opposite end.

Smirking, Lucky Girl's charm glowed a bright yellow colour as she began sprinting to the wooden plank.

BZZZT! WHOOSH! THUNK!

Leaping in the air, Lucky Girl used her gymnastic skills and landed gracefully on the wooden plank at one side.

WHOOSH! KA-THUD!

The impact caused the wooden plank to haul upwards with the other wooden plank being launched in the air.

And thus another event of chain reactions occurred.

WHOOSH! SMASH! WHUMP!

The wooden plank that was launched in the air smashed into the window of a nearby crane.

The window shattered into glass debris as the plank was pushed into a lever of the crane.

Flick! THWOOSH! WHIRRR!

The wrecking ball connected to the crane plunged downwards before it impacted the wrecked burning construction truck.

WHOOSH! CRASH! SMASH! THUD! HISS! WHAM!

The impact was so significant that the construction ball imploded the construction truck.

The impact also caused the metal pipe on the truck to go flying off to the side with the flames on the truck being extinguished briefly.

Seeing his opportunity, the truck driver quickly scrambled out and successfully escaped from the mangled wreckage of the truck.

However, the metal pipe for the truck was sent skidding into a nearby button.

SCREECH! CLANG! WHOOSH!

The nearby construction lift used to transport material ended up flying upwards.

At the same time...

WHUMP! CLANG!

Wildmutt grunted slightly as the Vulpimancer continued to climb the construction building utilising the pipes as momentum to carefully jump across.

THWOOSH! THUMP!

Finally getting close to the construction workers, Wildmutt's heat gills flashed widely with his senses detecting the heat signature the construction workers were giving off.

Grinning, Wildmutt plotted out his next move thinking, _"Yes, now I just need... What is that sound?!"_

WHIRRR!

Turning his head downwards, Wildmutt noticed the cage lift rising upwards.

WHOOSH! THWACK!

"HOWL!" Wildmutt yelled in shock as he was dragged along up with the lift until it stopped at the top floor.

SKID! SCREECH! THWOOSH!

Wildmutt was then launched upwards into the air for a few seconds with him thinking, " _Ah crap! I should have used Stinkfly!"_

"RARGH!" Wildmutt panicked as the Vuplimancer flayed his arms wildly before gravity took hold and he plunged back down to the ground.

Shocked, Lucky Girl looked upwards and noticed Wildmutt falling to the ground shouting out, "Oh no! Wildmutt!

KA-CRASH! WHAM!

"HOWL!" Wildmutt howled in pain as the Vulpimancer crashed onto a wooden platform before he grabbed hold of a wooden rope with his paws.

SKID! BURN! CRASH! WHACK!

Clutching onto the rope, Wildmutt skidded down the rope before he came to stop as wooden debris and planks plunged from above onto the ground.

"Gwen... I mean; Lucky Girl move!" Max shouted out to the young heroine.

Frowning, Lucky Girl managed to run narrowly missing the wooden debris raining down onto the ground.

WHOOSH! WHAM! THUNK! CRASH!

Quickly thinking Lucky Girl spotted a nearby cement mixer and lept into the driving seat of the vehicle as the last wooden plank clattered onto the ground.

CLATTER! THUNK!

Once inside the vehicle, Gwen's leg accidentally knocked over a gear lever for the cement mixer truck.

Flick! SCREECH! KA-THUD!

The cement mixer ended up reversing back before the vehicle impacted a metal pipe.

Rumble... CRACK! WHAM!

The impact caused the construction structure to shake and turn upright as Wildmutt finally ended up losing his grip on the rope with the metal pipe impacting the Vuplimancer.

WHOOSH! CLANG! CRACK!

Falling back down to the ground, Wildmutt bluntly thought in embarrassment, " _Worst rescue ever."_

WHEEE... SPLOSH!

As it to make the humiliation even worse, Wildmutt ended up being sploshed around in the active cement mixer.

"HOOWWWLLL!" Wildmutt howled in pain as he felt the cement dragging him down.

Enraged, Wildmutt slowly dragged himself out of the cement substance before leaping out of the cement mixer truck.

SPLOSH! WHAM! THUD!

Shaking in panic, Wildmutt began licking himself down wiping away the thick cement stuck to his orange fur.

At the same time with Ben and Max...

Max noticed the construction workers dangling above the pipe as Max called out, "Slide down the chute!"

Understanding what Max was saying, the construction workers carefully slid down the large pipe.

Whoosh! Thump!

The construction workers safely slid down at the bottom landing on an old mattress at the bottom before the crowd cheered happily.

SLURP! SHAKE!

Wildmutt finished shaking his body as the Vulpimancer spotted the construction workers.

Sighing with relief that they were safe, Wildmutt then noticed a medium-sized crowd of reporters and journalists near Lucky Girl.

"Greetings, I'm Lucy Williams, reporting for CNN. How exactly did you pull off this amazing rescue?" The same reporter from last night asked Lucky Girl.

Smirking, Lucky Girl noticed Wildmutt staring at her in confusion before she boldly proclaimed, "With the style of course. Who's your hero?!"

Watching on, Wildmutt whimpered in a mixture of anger and sadness at Gwen, "Grrrr..."

Slowly walking off from away from the crowd, Wildmutt's Omnitrix symbol began beeping red.

BEEP! BEEP! BEEP!

"And you heard it here first. Live with CNN!" The news reporter shouted out as Wildmutt thought unhappily, _"I guess I know how it feels to be second best now... Am I worthless with Gwen now being a hero?"_

FLASH!

Wildmutt then transformed back into Stan in a flash of red light.

As the red light faded, Stan slowly sighed and began walking off back to the Rust Bucket in a depressed state not used to being thanked for his heroic actions.

At the same time in another part of New Orleans...

Floating above the ground, Hex continued to hunt the missing charm he owned until he heard the Tv report from earlier playing in an electronics store.

Turning his head, Hex noticed a series of Tv's displaying the news reporter talking to Lucky Girl.

"And on CNN today, exclusive luck at this city's vigilante. Over very own..." The reporter began as Lucky Girl shouted out, "Lucky Girl!"

Looking closer, Hex's dark yellow eyes scanned Lucky Girl as he spotted his missing charm draped around her neck.

Smirking darkly, Hex began plotting a plan to lure out Lucky Girl and reacquire all of the Charms of Bezel...

Several hours later back in the Rust Bucket...

It was now late afternoon as the Rust Bucket drove down the main interstate road out of New Orleans.

Inside, Max hummed to himself enjoying the classic rock music that was playing on the radio.

Next to Max, Ben stared blankly out the window in a bored and tired state.

In the side booths, Gwen and Stan were sat opposite each other as Stna observed Lucky Girls mask before he placed it back on the table.

On the other side, Gwen was using her laptop gathering research on the charms as Ben then walked over in curiosity.

"Hey, so what's going on here?" Ben asked Gwen.

Turning around her laptop, Gwen peered around explaining, "I've cross-referenced the Archamada Book of Spells with dark magical charms and look. It's part of a set called the Charms of Bezel."

"Bezel? I've never heard of him before." Stan replied to Gwen who nodded and looked at her charm stating, "I know, that sounds odd. But this charm I'm wearing is luck. And there are also charms for fire, levitation, injury and reincarnation."

"But magic now? This summer just keeps getting crazier and odder." Ben exclaimed in disbelief and shock with the presence of magic now being revealed.

Realizing the connection with Hex, Stan pointed out, "Hey, I've seen those charms before. The crazy guy in the voodoo museum was wearing them when XLR8 defeated him."

"So, that's why he wanted the book of spells. But it says here that all the Charms of Bezel are needed for the spells to be used at their full power. Oh well, his loss is my gain." Gwen exclaimed before she smiled happily.

Frowning slightly, Stan looked at the Charm of Bezel as Ben scratched his head in confusion wondering what should be done.

"I'm afraid more like was. We need to turn that charm into the museum." Max bluntly intervened.

"No fair! Not before..." Ben and Gwen shouted out at the same time before Ben finished yelling, "I try it! I need some kind of power to help others."

"I don't think so, Ben. The world needs the power of Lucky Girl!" Gwen shouted back defiantly.

Annoyed with Ben and Gwen arguing, Stan then blurted out, "Newsflash. I'm the only one with powers okay?! I agree with Max."

That was the last straw for Gwen.

Pissed off with Stan's attitude with her jealousy finally boiling over, Gwen shut off her laptop and slammed the cover down.

THUNK!

Staring back in shock, Stan flinched as Gwen yelled at him, "Well then. You can make that one a two now!"

Frozen in shock, Ben stepped back as Max listened in as well with Stan's anger beginning to boil over as he yelled back, "Hey, all the hero stuff you were doing earlier was with that charm!"

Then the tensions finally boiled over.

"It's not you either! It's that watch you found! Besides, you don't seem to be doing a good job today do you?" Gwen snapped back to Stan in anger as she leaned over the desk to his face.

Glaring back, Stan moved over the table glaring at her as he shouted back, "Listen, Gwen. You're jealous that I found the watch earlier this month aren't you?"

"I am not! Now zip it!" Gwen grunted back as Stan shouted out, "Yes you are! Admit it already!"

"NO, I AM NOT!" Gwen finally snapped yelling even louder than before.

"YES, YOU ARE!" Stan shouted back even louder in response.

And then Gwen took it too far.

"SHUT UP DORK! I'M A DAMN BETTER HERO THEN YOU EVER WERE!" Gwen yelled loudly to Stan.

Stunned, Gwen gasped and realized her mistake as Stan's anger instantly vanished as he whimpered, "Did you just call me a dork?"

"I didn't mean to…" Gwen apologised back as Stan's sadness slowly took over his emotions.

Freezing in sadness, Stan's blue eyes began watering before a single tear slowly fell out of his left eye.

Splosh!

The tear landed on the table as Stan lowered his head before he sadly ranted out, "You know what? I just realized something, you always hated that when I was the hero because I was using the Omnitrix for good. At first, I didn't like it, but I've become more used to as the days have gone by because I realized I could help other people and make the world a better place."

Catching his breath, Stan sadly finished off with, "But now Gwen? You have your gimmick now and you can save others. But you know what you lost today? My respect because you are nothing more than a jealous and clingy girl who cares only for herself."

Finishing off his emotional rant, Stan ran off the side booth and rushed to the bathroom and began crying in sadness.

SLAM!

Stunned by Stan's revelation, Gwen sighed unhappily regretting her idiotic decision as Ben bluntly spoke, "Nice going, dweeb."

Ben then moved away from the side booth as Max sighed muttering to Gwen in disappointment, "We need to have a serious talk about your attitude young lady."

"I didn't mean to be like that..." Gwen replied in sadness before she leaned against the side booth staring out the window.

Tap! Tap! Tap!

Ben knocked on the bathroom door as he heard Stan crying from within the bathroom.

"Stan, can you hear me in there?" Ben carefully questioned Stan.

"Go away! I want to be left alone since I'm useless." Stan responded sadly.

Frustrated, Ben pleaded with him yelling out, "You're not useless Stan! Don't let what Gwen said to get to your head!"

"NO! I want to be left alone!, I'll come out when I want to!" Stan brokenly shouted back at Ben.

Sighing, Ben leaned against the door before advising, "Well, we need your help. We all always do. Hell, Gwen needs your help."

Ben then walked away from the bathroom door towards the front of the vehicle when the radio beeped.

Beep!

"This just in, in the news of the weird, reports are coming in that the city's famed haunted history mansion has come alive trapping dozens of visitors inside." The radio blared out loudly.

Stunned, Gwen leaned up from the table and shouted out, "Grandpa!"

"On it," Max responded as he slammed his foot on the accelerator gear.

SCREECH! WHOOSH!

The Rust Bucket quickly sped off towards the outskirts of New Orleans leaving the bustling city behind.

Twenty mins later on the outskirts of New Orleans...

The Rust Bucket was parked outside a large old haunted house museum establishment that was covered by foggy weather.

Surrounding the building and area was a thick marshy swamp where crickets and other marsh animals were lurking in the swamp.

Creak...

The Rust Bucket side door was flung open as Ben carefully stepped outside and looked around at the marshy landscape.

Shove!

Gwen then shoved Ben aside wearing her Lucky Girl outfit.

"Back off! I'll handle this." Gwen shouted out loud as she ran off towards the haunted house.

"Hey! Wait up!" Ben yelled back as he began sprinting after Gwen.

Max then walked out of the Rust Bucket as Stan carefully exited the vehicle last, tear streaks having run down his face.

"Stan, are you coming?!" Max asked Stan.

"No... I am not helping Gwen this time. She can handle it herself." Stan bluntly pointed out in anger and sadness.

Sighing, Max kneeled and informed him, "Look, Gwen needs you. Please come with us and help her."

Looking around, Stan finally gave in saying in annoyance, "Fine. I will. But I'm not doing it for her."

Smiling, Max and Stan quickly ran after Ben and Lucky Girl towards the entrance of the old building.

Near the entrance doors of the building, a guy ran out of the building before he noticed the group rushing to it.

"You can't go in there... It's too dangerous!" The man pleaded with the group.

Wanting answers, Max asked him, "What happened in there?!"

"We were looking at the exhibits... Next thing I know some pale robbed guy comes in and starts wrecking the place. I'm getting the cops!" The man shouted out as he ran off.

Max then led the group inside the building where they saw chaos unfolding before Lucky Girl muttered under her breath, "Oh my god."

BZZZT! RUMBLE! WHOOSH!

Various people fled down the stairs of the large interior with the room glowing a bright sickly green colour.

A nearby chandelier on the roof was also shaking violently whilst a nearby balcony tipped left and right.

On the balcony, people struggled to maintain their grip and balance on the structure with people crying out for help.

Glaring at the carnage, Lucky Girl slowly walked forward not noticing Hex staring at her from above the ground near the upper window.

"I knew you could not resist Lucky Girl..." Hex mused to himself before he couldn't help but laugh loudly with his sinister laugh echoed throughout the building.

Beginning the second part of his plan, Hex aimed his staff up towards the balcony as it glowed yellow.

BZZZT! CRACK! SNAP! RUMBLE...

The balcony swayed even more as the structure began to detach from the wall.

"The whole thing is going to crash down!" Someone shouted from the balcony as someone else yelled, "Help, I'm afraid of heights!"

Realizing how bad the situation was, Stan decided not to take action and see how Lucky Girl would resolve the situation without him.

Moving back, Stan watched as Lucky Girl moved forward before she yelled out, "Everyone stays calm. Lucky Girl is in the haunted house!"

Lucky Girl then charged towards the staircase past a glaring Ben and a frowning Max as Stan chuckled watching Lucky Girl in action.

Hex grinned as he spotted Lucky Girl running towards the staircase as another one of Hex's charms glowed bright yellow in response.

BZZZT! RUMBLE! KA-CRACK!

The staircase that Lucky Girl was on began shaking violently with the bolt peeling away and firing in different directions as the floorboards for the stairs came loose one at a time.

WHOOSH! SNAP! CRASH! WHAM! THUNK!

Shocked, the remaining group split up and fled across the room narrowly dodging the wooden staircase boards.

Running over underneath the large support structure, Stan looked around before he heard the Omnitrix beeping on his right arm.

BEEP!

Noticing the Omnitrix was now fully recharged, Stan activated the green button with the exposed core popping up.

Thinking carefully about what alien he had to use, Stan scrolled from the Wildmutt silhouette to the Four Arms silhouette muttering under his breath, "Who needs luck, when you have good practice and skill?"

Smirking with excitement, Stan tapped down the core of the watch and transformed.

FLASH! CRACK!

A massive flash of green light covered Stan as he slammed his growing red fist onto the ground as his metamorphosis into a Tetramand began.

At the same time, Lucky Girl had managed to reach the top of the staircase.

Shocked, Hex quickly acted as he used his staff to cause the balcony to collapse and separate from the staircase.

BZZZT! SNAP! CRASH!

"ARGHH!" People on the balcony screamed as the substructure began groaning and slowly tipped sidewards.

Seeing his chance, Hex then aimed his staff at Lucky Girl and decided to separate her from the others.

BZZZT! WHOOSH!

A running Lucky Girl ended up floating off the staircase as the charm on her neck glowed yellow in response.

BZZZT! WHOOSH! THUNK!

Using her luck powers, Lucky Girl used her acrobatic skills and flipped up backwards from the staircase as she ended up landing on a wooden support beam fro the staircase.

As she landed on the ground, Lucky Girl gasped when she noticed someone else slide off the staircase.

"AHHH!" The person screamed as she fell to the ground with a wooden support beam cracking and plunging after her.

Wham! Grab!

Stunned, the civilian opened her eyes as Max narrowly grabbed hold of her with Ben having run over to assist him.

The three then narrowly ran off and missed a falling wooden beam that impacted the floor.

CRASH! SMACK!

Wooden debris was sent scattering across the floor as the main balcony finally groaned tipping sidewards.

Creak... SNAP! WHAM! GRAB!

"GAH!" Four Arms grunted in pain as the Tetramand slammed into the wooden post and clutched it with his four hands.

Scrape! CRACK!

The balcony groaned in pain as Four Arm's thick feet dragged into the ground as he struggled to hold onto the large structure despite his massive size.

"Gwen, I've got the supports! If you're going to do something then do it now!" Four Arms shouted out to Lucky Girl who yelled back, "But who's got them?!"

CRACK! SNAP! CREAK!

Immediately after Lucky Girl said that the wooden support beam she was on began rocking back and forth.

Smiling confidently, Lucky Girl then jumped high into the air just as the wooden leg fell over and collapsed onto the floor.

SMACK! WHOOSH!

Leaping gracefully in the air, Lucky Girl ended up swinging onto the chandelier connected to the ceiling.

WHOOSH! SWING! CREAK!

Using her reflexes, Gwen swung with the chandelier and landed her legs on the collapsing balcony below her.

"Everyone grab hold of the chandelier!" Gwen yelled out to the three trapped people on the balcony.

Seeing no choice, the three people who were trapped on the balcony leapt onto the chandelier from the balcony.

THWOOSH! SWING CRACK!

"ARGHH!" Everyone on the chandelier screamed as Four Arms finally lost his grip on the wooden balcony.

KA-CRACK! SNAP! WHAM! THUD! THUD! THUD!

Struggling to maintain his grip, Four Arms lost his grip on the balcony as it finally collapsed and broke into wooden debris.

"GAH!" Four Arms yelled in shock as the Tetramand stumbled forward numerous times before he crashed into the wall of the building.

KA-CRASH! SMASH! BLAM!

Rubble and debris-covered Four Arms with thick dust and smoke filling the area around him.

Fed up with all the bad luck, Four Arms finally snapped yelling loudly, "Argh! I am not letting bad luck get to me again!"

SMACK! CRASH! WHAM!

Four Arms angrily grunted as a thick red hand smashed out from the wall as the giant Tetramand began scrambling out of the rubble covering him.

Shocked, Ben and Max ran over to assist Four Arms whilst the chandelier continued to swing wildly.

SWING! THUD!

The chandelier then stopped swinging as Lucky Girl looked around before calmly informing everyone, "Okay, we just need to stay focused alright?

SNAP!

The rope of the chandelier began snapping as someone sarcastically replied, "Great, we've been jinxed."

CRACK! THWOOSH!

The chandelier then plummeted back down to the ground as everyone screamed on it as no one noticed Lucky Girl's charm glowing yellow.

BZZZT! WHAM! SNAP!

By mere luck, the chandelier had managed to not impact the floor and was instead hanging by a single thread of rope left with glass and more debris landing on the floor.

"Everyone off now!" Gwen ordered the stunned visitors.

Following Lucky Girl's advice, the visitors scrambled off the chandelier and ran towards the exit.

Sighing in relief, Lucky Girl leapt off the chandelier and ran for the exit.

WHOOSH! SLAM!

The thick wooden entrance doors slammed shut.

Seeing his chance with everyone else gone or distracted, Hex used his staff to trap Gwen.

BZZZT!

"Woah!" Lucky Girl cried out in shock and worry.

Struggling to break free, Hex used his telekinesis to raised Lucky Girl to his face.

Stunned, Gwen finally confronted her rival as Hex examined her muttering out, "So you're the one who has been stopping me from achieving my destiny. Give me my charm and I may consider letting you live."

"Go to hell. There's no way I'm giving you the charm of Bezel!" Lucky Girl shouted back in anger toward's Hex's face.

Enraged at Lucky Girl's defiance, Hex coldly replied, "No, I think it is you who I will send to hell girl!"

Raising his staff, Hex threw Gwen flying downwards with it.

BZZZT! WHOOSH!

"ARGH!" Gwen screamed out in response as Hex smirked darkly floating in the air.

Thinking quickly, Lucky Girl spotted a red curtain and gracefully slid down the red curtain onto the floor.

Thump! RIP!

The red curtain then ripped and fluttered down on the ground as Lucky Girl kneeled in exhaustion.

Floating down after Lucky Girl, Hex shouted in annoyance, "Give me my charm brat!"

WHUMP!

The red curtain ended up floating down on Hex as the rogue sorcerer fell onto the ground.

Grinning, Lucky Girl got up from the ground and spotted a nearby marble statue of a knight.

Running over to the marble bust, Lucky Girl then pushed the bust of the pedestal as it crashlanded on Hex.

KA-CRASH!

"Ooof!" Hex grunted in pain as Lucky Girl taunted Hex saying, "You, should have said please!"

Running off from Hex, Lucky Girl vanished into a corridor further into the building.

Skirt... BZZZT! WHOOSH! BLAM!

A bright yellow glow occurred beneath the carpet before it exploded in a flash of yellow light.

The carpet and marble debris flew off to the side as Hex emerged from the carpet.

Turning around, Hex calmly began walking after Lucky Girl down the same corridor she fled into.

Spotting what was going on and worried about Gwen, Four Arms shouted out, "Oh no! Guys we've gotta hurry, he's after Gwen!"

"I've got it! Come on Grandpa, we need to hurry!" Ben called out to Max who said back, "Remember boys, I ain't as young as I used to be."

At the same time in the corridor...

Skirt!

Lucky Girl sprinted down the corridor of the building before she skidded around the corner and stopped panting in exhaustion.

Once around the corner, Lucky Girl spotted an old living room in the quiet building with an adjacent fireplace.

Walking over to the living room, Lucky Girl looked around the room trying to find a secret panel to use.

"Which one?" Lucky Girl muttered in confusion as she placed her hand on a stone bust.

Creak...

Looking at the stone bust, Lucky Girl's hand pushed it open with a red button below it.

Laughing, Gwen murmured in disbelief, "Always the stone busts..."

Pressing down the button, Lucky Girl's charm then stopped glowing yellow as a nearby wall slid open.

BZZZT! Creak... Rumble...

Looking at the wall, Lucky Girl noticed a secret passage that went underground.

Stepping into the tunnel, the sound of dripping water echoed in the tunnel as Lucky Girl muttered, "I wonder where this goes?"

Meanwhile in the entrance lobby...

Leading ahead, Max walked ahead of Ben and Four Arms with the group noticing the empty passageway where Lucky Girl and Hex had walked into.

"Is that the passage they went down?" Ben asked Max who replied, "Yes, seems like it. Come on! They must have gone that way."

Further ahead in the corridor...

Hex looked around as he entered the empty living room before he noticed the hidden passage.

Smirking darkly, Hex entered the stone tunnel with his bare feet tapping on the stone floor.

At the same time...

Tap! Tap!

Further down in the stone tunnel, Gwen gulped as she noticed a decaying human skeleton.

Being carefully to walk by, Gwen walked past the skull before she noticed a snake slither out and stare at her.

"Hiss!" The snake hissed at Lucky Girl.

Panicking, Lucky Girl then sprinted down the tunnel scurrying above a hoard of disgusting rats that fled into the darkness when they saw her.

"Ugh... This place is so gross." Lucky Girl complained loudly as her voice echoed through the tunnel.

One min later...

"Phew..." Lucky Girl muttered in exhaustion as she leaned against a stone wall in a catacomb.

Unknown to her, however, Hex was lurking on the other side of the wall.

Hearing, Lucky Girl panting, Hex smiled darkly before shouting out another spell, "Eterla Morbulous!"

BZZZT!

Lucky Girl's charm then began glowing yellow again.

Stunned, Lucky Girl accidentally placed her hand on a nearby stone brick.

Crack... WHAM!

The stone brick slowly slid through the stone wall on Hex's side.

Rumble... CRACK! WHAM! SMASH!

Looking upwards, Hex was greeted with falling rocks and other rubble and debris crashing onto him.

The stone tunnel was covered with dust coating the tunnel as Lucky Girl coughed with her vision getting blurry.

As the dust cleared away, Lucky Girl noticed that she was sitting next to a decomposing human skeleton.

"AGGHH! Oh god!" Lucky Girl panicked in horror.

Scattering away from the human remains, She spotted Hex having survived the rockfall with a bright yellow shield glowing around him.

Hex then smiled creepily at Lucky Girl before she turned around and ran off again as Hex's shield deactivated.

"Give up Lucky Girl! You can't hide from me!" Hex shouted out to Lucky Girl as he floated in the air again and aimed his staff at the young heroine.

BZZZT! WHOOSH! BLAM!

Another magic beam of yellow energy was fired by Hex's staff as Lucky Girl narrowly ducked missing the energy projectile.

KA-BOOM! RUMBLE!

The magic beam collided with the end of the rocky tunnel as the wall was blasted open.

Outside, the debris and rocks cluttered as Lucky Girl ran out of the tunnel and into the outside world.

Lucky Girl discovered she was in a creepy and ancient graveyard that was illuminated by thick grey skies with the pale light of the moon illuminating the ground.

Panting, Lucky Girl ran for her life as she exited the graveyard via a stone path before she ran into a thickly wooded forest.

Crows hawked loudly as the trees blew in the wind whilst Lucky Girl hide behind a tree catching her breath.

"Okay, maybe dissing off Stan was not the right thing to do." Lucky Girl cursed under her breath as she realized the giant mistake she had made.

Peering around the tree, Lucky Girl noticed Hex calmly walking forward like a ghost with leaves blowing away when he walked across the ground.

Panicking, Lucky Girl hid back behind the tree as Hex spotted her briefly as Hex's staff glowed yellow.

BZZZT! Groan...

A nearby tree branch groaned as the branch slowly slithered near Lucky Girl and grabbed her leg.

WHOOSH!

"ARGH!" Lucky Girl screamed in panic as more branches appeared and began tying her up.

RUMBLE... CRACK! SNAP!

A tree branch then appeared around Lucky Girl's neck and snagged her charm.

"No!" Lucky Girl shouted out in shock.

Snap!

The rope separated from Lucky Girl's neck as the branch then flung the charm to Hex who calmly grabbed it.

Smirking in victory, Hex walked off from Lucky Girl as the branches slowly obscured her vision as all became black for her.

A few mins later...

Lucky Girl's vision was blurred out before she heard people talking.

"I've found her!" Ben shouted out with his voice being muffled as Max stated, "Good work, Ben!"

"Stand aside, I'll cut her out." Four Arms pointed out to Max and Ben.

Snap! Crack!

Slowly peeling off the branches, Four Arms noticed Lucky Girl cough out loudly before her breathing stabilized as she thanked Four Arms, "Ah, thanks."

"So where is he then?" Four Arms asked Gwen before Ben spoke out, "Uh, I think Grandpa just found him."

Turning their heads, Four Arms and Lucky Girl noticed Hex floating in the air the graveyard on a large tomb.

Smirking, Hex noticed the city of New Orleans in the distance as he now wore all the Charms of Bezel around his neck along with the Archamada Book of spells floating around him.

BZZZT! ZAP! SPARK! WHOOSH!

Hex's charms then all glowed yellow one at a time with the book glowing yellow as well.

Grinning, Hex's white eyes slowly shifted colour morphing to yellow as a bright aura of magic sparked and glowed around Hex.

Hex then floated above the ground higher as the winds overtook him with a large whirlpool forming above him.

THWOOSH! WHOOSH!

Finally, Hex's eye pupils then vanished with his eyes becoming bright yellow and pale.

"Time to turn this city into an old memory... Rave Eelartas Gallametroy!" Hex powerfully declared as he shouted out a powerful incarnation.

As soon as Hex said the incarnation, New Orleans was plunged into chaos and madness.

WHOOSH! ZAP! SPARK! BLAM! CRASH! THWOOSH! KA-BOOM!

Vast lightning bolts generated from the spell crashed landed on many objects such as cars and buildings damaging them.

The wind also howled loudly with civilians and various objects becoming sucked up by the hurricane-force winds as the city began to fall apart.

Below the ground, police officers were caught off guard and struggled to keep control of the city with the destruction triggering some all too familiar memories for some people.

"Mayday! Mayday! New Orleans is in trouble! I repeat a vast hurricane or storm seems to have hit the city and everything is getting sucked upwards! Oh sh…" A police officer spoke on his radio before...

WHOOSH! KA-THWACK!

A flying tyre stunned the police officer before he ended up being sucked upwards into the portal along with other objects and people including a large fuel tanker.

Back at the graveyard, Hex watched the devastation of New Orleans has become satisfied with his work.

"Perfect... Now... Citrao Macola!" Hex began only for Four Arms to interrupt him yelling, "RARGH! You stupid wizard! I'm coming to kick your ass!"

Stunned, Hex looked up only for Four Arm's leg to slam into his face.

THWACK! KA-CRASH!

Four Arms and Hex slammed into the tomb with a massive dust cloud obscuring the view.

Instantly, Hex's spell incarnation stopped with the hurricane-force winds vanishing along with the stormy conditions.

As a result, the various objects and people that were in the sky stopped flying upwards and began plummeting back down to the ground.

One lucky man did not get sucked up that far before he crashlanded on the ground.

Groaning, the injured man looked upwards and noticed the large fuel tanker plummeting towards him.

Panicking, the man quickly fled from fuel tanker narrowly dodging the vehicle before it exploded.

KRACKABOOM!

A massive cloud of flammable gas exploded across the city that was visible for miles around at the graveyard with a massive amount of destruction left behind in the aftermath of the storm.

Back at the graveyard...

WHOOSH! WHAM! CRASH!

Four Arms skidded across the ground as the Tetramand landed near the Tennyson trio.

Groaning, Four Arms got up from the ground blocking the Tennyson trio with his main arm exclaiming, "Stay back! He's just getting started..."

THUNK! CRASH!

The cloud of dust cleared from the top of the large grave as Hex glared at Four Arms in annoyance.

Furiously, Hex grabbed his staff with the Charms of Bezel brightly glowing around him with a yellow shield encasing him as his clothing blew widely in the wind and electrical yellow aura he gave off.

"You dare challenge me?" Hex boomed out loudly to Four Arms.

Cockily smirking, Four Arms cracked his knuckles as his love of fighting quickly overwhelmed his common sense.

"Yeah, I do. You and I have a score to settle." Four Arms shouted out to Hex who yelled back, "Very well then. Gargelia Vortium!"

Raising his staff high in the air, after the incarnation. Bloody red mist flew out of the staff and into the air towards a series of stone statues.

BZZZT! Rumble... ZAP!

The first statue, a small stone gargoyle roared as it came to life and flew off ahead.

Rumble... SNAP!

Then it's bigger counterpart also came to life and growled slightly before it stomped off.

Rumble... SNAP!

Finally, a huge minotaur statue activated as the giant statue stomped forward as Four Arms stepped back in shock.

"Arise my pets! Crush the four armoured creature and their associates!" Hex commanded the living stone statues.

"Oh man, this is not looking good." Four Arms commented as the Tetramand got into a guard stance ready to fight.

WHOOSH! SWIPE!

The smallest gargoyle swooped in first attempting to slice Four Arm's thick head.

Grunting slightly, Four Arms attempted to grab the small gargoyle only for the stone creature to fly away just as the bigger version came charging in.

WHOOSH! GRAB!

Quicky thinking, Four Arms grabbed hold of the gargoyle's rocky hand and grinned back taunting, "You're just a stone piece of junk! Come here so I can smash you into pieces!"

"HISS!" The stone gargoyle replied as Four Arms surprisingly grabbed hold of the stone creature's neck.

SNAP! CRACK!

"Urrrghh..." Four Arms grunted out as the stone gargoyle then used it's tail to coil around the Tetramand's neck.

Slither... CHOKE!

Struggling to breathe, Four Arms let go of the stone gargoyle before it bit into Four Arms neck.

CRUNCH!

Stunned by what happened, Four Arms finally snapped as his anger overwhelmed him.

"ARGHHH!" Four Arms screamed in anger and pain as his booming voice echoed across the graveyard.

Four Arms then grabbed hold of the stone gargoyle's face.

CRACK! WHOOSH! WHAM!

The stone gargoyle's face cracked slightly as Four Arms hurled the stone creature to the side.

Panting, Four Arms quickly noticed the wound that he had on his neck as the Tetramand gritted his teeth before he glared at the giant minotaur statue.

WHOOSH! CRASH!

The giant minotaur statue kneed Four Arms before it grabbed hold of the Tetramand and slammed him into numerous statues one at a time.

SMASH! SCREECH! CRASH!

A huge cloud of dust and debris went flying into the air before both titans crashed into a nearby stone memorial.

KA-WHAM! CRACK!

The stone memorial cracked and fractured as a series of dust clouds rose up from the impact.

Satisfied that Four Arms had been beaten, Hex raised his staff back into the air.

BZZZT! ZAP! SPARK! WHOOSH!

As Hex's staff glowed yellow again, the chaotic storm from earlier briefly returned.

Whoosh! Thwack!

A small pebble was then thrown in the air before it landed on Hex's foot.

Grunting in pain, Hex dropped his staff onto the large tomb before he noticed Lucky Girl smirking near a smiling Max and Ben.

"Nice throw. You have good accuracy." Ben complemented Lucky Girl who calmly stated, "Thanks. After all, practice makes perfect."

THWACK!

Folding his arms, Max asked Lucky Girl, "And what have you learned today Gwen?"

"I've found out that luck only takes you so far." Lucky Girl replied happily before she grinned and grabbed another pebble from the ground.

Whoosh!

Lucky Girl then hurled the pebble towards Hex at lightning speeds as he barely saw the projectile hit him.

CRACK!

Blood and spit flew out of Hex's mouth before he groaned and fell off the tomb onto the dirt ground with a satisfying thud.

THUD!

As Hex crashed onto the dirt ground, the small gargoyle reappeared and discovered the Tennyson trio lurking around.

"HISS!" The small stone gargoyle hissed as it swooped to attack the Tennyson trio.

"Looks like those statues are still alive!" Ben shouted out in shock as Max yelled back, "Kids, get back! I'll deal with it!"

Nodding back, Ben and Lucky Girl split away from Max who grinned and surprisingly grabbed hold of a large piece of loose stone rubble from the ground.

Holding it upwards like an oversized golf club, Max timed the swing just right as the stone gargoyle slammed into it as Max shouted out, "Going… Going… Gone!"

WHAM! CRASH!

The small stone gargoyle exploded into rocks and dust into Max's face as he dropped the stone rubble onto the ground.

"Even this old geezer has some moves still left in him." Max triumphantly declared as he wiped the dust off his face.

At the same time with Four Arms...

"HAAAAAA!" Four Arms yelled out loudly as he slammed the giant stone minotaur with a massive uppercut.

WHOOSH! SKID!

The giant stone minotaur was sent flying across the ground as it narrowly missed the remaining gargoyle statue.

KA-CRASH! RUMBLE! BOOM!

The minotaur statued collided with an old stone clock tower that collapsed and imploded in on the state.

A massive cloud of dust and rubble was sent into the nearby area before the gargoyle noticed Four Arms stumbling near him looking slightly dusty and injured.

"Man..." Four Arms muttered in exhaustion before he looked around and spotted a giant stone sword in the debris field of rubble and rocks.

Grinning, Four Arms leaned down and dragged the giant stone sword from the debris field muttering in awe, "Huh, just like The Sword in the Stone."

"HISS!" The stone gargoyle hissed back to Four Arms.

Turning his head, Four Arms calmly motivated his two fingers and thumb to aggravate the stone gargoyle to attack him.

As predicted, Four Arms spotted the stone gargoyle charging towards him.

WHAM! CRASH!

At the same time, the minotaur statue had recovered and began stomping back to Four Arms slowly.

THUD! THUD! THUD!

Focusing patiently with his plan, Four Arm's observed the stone gargoyle as he had to predict when it would attack and how he would slice it in half.

It was closer… Four Arms braced his hands as he gripped the stone sword.

And even closer... The Tetramand glared at the stone gargoyle with his feet tense as the stone gargoyle leapt in the air behind him.

Now! Four Arms turned around and screamed, "RARGH!"

SLICE! WHAM!

Four Arms then used the stone sword to quite literally slice the stone gargoyle in half.

The immense pressure caused the stone statue and sword to splinter into rocky debris.

Sighing, Four Arms threw the remnants of the stone sword to the side just as the stone minotaur emerged from the fog.

Turning around, Four Arms quickly dodged the stone minotaur charging out.

WHOOSH! CRACK!

As Four Arms stepped back, the minotaur used it's large strength and grabbed hold of a large boulder.

THWOOSH! SLAM! CRACK!

Four Arms narrowly dodged the large boulder as it crashed into a nearby stone wall behind Four Arms.

Planning, Four Arms noticed the stone minotaur's behaviour before he shouted out cockily, "Come on… Toro, Toro!"

Glaring, the stone minotaur attempted to ram Four Arms with its horns as he grinned back before roaring, "RARRGHHHHH!"

Four Arms then grabbed hold of the statue's head and bodyslammed it onto the dirt ground even though it was twice the size of the Tetramand.

WHOOSH! GRAB! KA-WHAM!

Snarling in fury, the minotaur statue attempted to escape the Tetramand's grip as Four Arms chuckled loudly before he muttered, "Ole!"

THUNK! WHAM!

The Tetramand grabbed hold of minotaur's mouth and began pulling it apart with his index hands whilst he used his outer hands to keep the minotaur statue on the ground.

"ROARR!" The minotaur statue howled in pain as its face started to crack and fall apart until...

KA-CRACK! SNAP! WHAM!

The minotaur head was imploded in as Four Arms leapt off the giant statue which toppled onto the dirt ground.

"I always wanted to try that out. Better head back." Four Arms happily stated before he walked back to the Tennyson trio.

Back with the Tennyson trio...

Leaning down, Lucky Girl spotted the discarded Charms of Bezel all together with the sash connecting them.

Smiling, Lucky Girl held onto the sash with awe and intrigue, not noticing Hex rise behind her.

Groaning, Hex looked around and spotted Lucky Girl holding the Charms of Bezel.

Enraged, Hex prepared to attack Lucky Girl just as Four Arms yanked him by the red headcloth he wore.

YANK!

"Time for the magician to disappear!" Four Arms mockingly taunted Hex who then launched Hex towards a stone wall.

WHOOSH! WHAM!Hex then slid off the stone wall before he plunged into an open grave casket defeated.

Opening his pale white eyes, Hex looked around in horror before he noticed Max and Ben sealing the tomb above him.

SKIRT!

"No! My Charms of Bezel! I will be ba..." Hex protested just as the coffin lead was sealed above him.

THUNK!

"Back? I don't think so!" Ben cockily shouted out as Max smiled stating with Ben, "True to that."

Turning around, Ben and Max spotted Four Arms who pointed over to Lucky Girl.

Understanding the situation, Max whispered to Ben, "Let them make up."

Nodding, Ben and Max stepped back and watched as Four Arms quietly walked over to the young heroine.

"I could fly, shoot out bolts of electricity, bring trees alive… I'd be unstoppable. Or… I could be normal plain old me." Lucky Girl wondered in awe.

Whump...

Lucky Girl then felt a giant red four-hand touch her back gently as Four Arms stated caringly, "Hey, it's your choice, Gwen. Take your time."

Looking at Four Arms, Lucky Girl noticed the Charms of Bezel before she looked back at Four Arm's Omnitrix symbol.

Sighing, Lucky Girl placed the Charms of Bezel on a gravestone before she grabbed a near shovel declaring, "I'm going to be normal."

"But people will still remember Lucky Girl." Four Arms informed Gwen gently.

Gwen then slammed the old rusty shovel onto the Charms of Bezel.

THWACK! WHOOSH!

The Charms of Bezel then glowed violently before they exploded into a blue mist.

KA-BLAM! RUMBLE!

The Charms of Bezel then vanished into the sky like clouds with the blue mist being sucked into the night sky which rumbled until...

KACRACKABOOM! RUMBLE!

The night sky briefly flashed an aurora of different colours before the rumbling stopped with the night sky returning to normal.

"I'm proud of you Gwen. I think you made the right choice." Max proudly stated to Gwen.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Four Arm's shoulder then beeped red numerous times as Four Arms reverted to Stan.

FLASH!

The red light cleared away as Stan spoke to Gwen, "Same, I just hope that things can still work out between us."

"So Grandpa can we please go now?" Ben asked Max who spoke agreeing, "Yes, we should keep moving and leave before the cops show up."

"What about that Hex guy?" Gwen asked everyone else.

"He's done. He's lost all his power and won't bother us again." Stan optimistically suggested to the group.

Satisfied with Hex being beaten, the group slowly left the graveyard behind as Hex continued to struggle inside the tomb trying to escape.

Ten mins later...

Hex groaned in annoyance as he had finally given up trying to escape the tomb.

Creak... Whump!

Stunned, Hex slowly noticed the top half of the tomb reopen with Swat soldiers pointing their guns at him.

Groaning in annoyance, Hex was dragged out of the tomb before he was swiftly arrested with a large crowd of police officers and Swat soldiers surrounding him.

"Hex, you're under arrest for terrorist crimes. You may not have to say anything nor will it harm..." A Swat commander informed him as Hex didn't bother to listen.

As the police and the Swat forces continued to investigate the area, the Rust Bucket drove by on a small road near the graveyard.

Peeking out the back window, the kids watched Hex being arrested before they moved back and closed the red curtain with the group leaving New Orleans behind.

Inside the Rust Bucket, Ben slid off the bed whilst Stan and Gwen sat in the side booth.

Stan was reading his latest copy of Man of Steel whilst Gwen sighed in gloominesses staring out the window.

"You know you two make a pretty impressive team." Max complimented Stan and Gwen from the driving seat.

"Made, now that my power is history." Gwen sadly responded.

Pausing, Stan placed the comic book on the table as Stan explained his opinion, "Hey with great power come great responsibility, Gwen. I still think you made the right choice though destroying those charms."

Understanding Stan's opinion, Gwen said to him, "Also, I wanted to apologize for my ungrateful actions earlier today with me being jealous of you all with the watch. Can you forgive me?"

Thinking briefly, Stan's face lit up in joy before he replied happily, "Sure, friends always make mistakes. Today was just a mistake for our friendship and were cool. Plus I guess I'm the only one who can be the hero as per the norm."

"I guess so. And Stan, just one favour?" Gwen asked Stan who said, "Yeah?"

"Just say I did a good job," Gwen spoke back eagerly.

Smiling back, Stan praised her, "You did a pretty awesome job today Gwen. Does that make you feel any better?"

Grinning at Stan, Gwen informed him, "Yes it did. Oh and by the way don't bother about saying it again."

"Uh… What?" Stan asked in confusion.

Smirking, Gwen took out a tape recorder from her pocket.

Sighing in annoyance, Stan muttered loudly, "I swear, you guys and your blasted pranks."

Laughing slightly at Stan, Gwen watched on as Stan covered his ears with his fingers to limit her laughing as the Rust Bucket drove out of New Orleans.

Behind, Stan's back laid Lucky Girl's mask which was hanging from the clothing closet.

Meanwhile back at the New Orleans Voodoo Museum...

The building was virtually empty as the wind howled outside.

ZAP! SPARK! BZZZT!

An orange portal with mythical runes on it with sparking magical energy then appeared in the room as it flashed open.

Emerging from the portal was a Chinese male who had thick balding hair along with a thin goatee.

He also wore thick orange Chinese robes.

Looking around the museum, he walked around the exhibits before he noticed the Archamada book of spells was missing from the museum.

"The traitor Hex must be punished for his continued usage of dark magic and his catastrophic attempt to destroy New Orleans. The Ancient One has requested that I find the Archamada book of spells and return it to the library within the sanctum of Kamar-Taj." The Chinese male muttered under his breath.

He then continued to search around the museum for the spellbook, however, he was unable to locate it.

Sighing under his breath, he walked back into the orange portal before it sealed shut and vanished with the building plunging back into darkness.

 **Author's note: So what did you think of this revamp of the old chapter?**

 **Did your readers also spot any easter eggs or subtle references to other franchises?**


	11. Chapter 11: A Small Problem

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Hi there! Welcome to what I think is one of the most unique chapters I have written so far in terms of pacing, tone and the overall style making it a pretty unique Ben 10 episode from the source material in Season 1. Anyway, read and review!**

Italics: _Thinking._

Previously on Stan 10: The group had proceeded to the City of New Orleans in which the group became discovered a new foe known as Hex.

He proved to be a unique foe due to utilizing magic that confused and baffled Stan.

As the group continued to visit New Orleans, Gwen discovered a set of charms known as The Charms of Bezel.

Once she acquired one, Gwen became a heroine known as Lucky Girl and helped to save people in New Orleans using her lucky gifts.

However, Stan and Gwen ended up butting heads which lead to a final confrontation with Hex and Gwen choosing to sacrifice her heroic powers by destroying the charms for good.

Now moving on from New Orleans, Stan will soon end up being trapped in a sticky situation in one of his most troublesome accidents yet...

Chapter 11: 'A Small Problem.'

It was a glorious and sunny day in the Six Flags Hurricane Harbour water park.

Smiling happily, Stan enjoyed the sounds of people laughing and enjoying themselves at the busy water park with Ben and Gwen watching a nearby slide in awe.

Max was currently browsing the various shops, not interested in going into the water pool.

The kids were also wearing different swimming costumes so they could enjoy the hot weather.

Ben was wearing a pair of light blue swimming trunks whilst Gwen was wearing a light pink swimming outfit.

As for Stan, he was wearing a pair of dark grey swimming trunks, light blue flip flops and bright orange goggles that covered his eyes and allowed him to see better in the water.

"Six storeys of over twists and turns..." Ben began as Gwen added "Hurtling down a two hundred foot plunge…" with Stan finishing, "All at speeds of twenty-five mph and then drop down in a two hundred foot gallon wave pool…"

"You've entered the riptide rapids zone!" Ben and Gwen shouted at the same time.

Cheering happily, Ben and Gwen high-fived each other as Stan giggled happily in joy before he yelled loudly in excitement, "The last one on board is a rotten egg!"

"Not me!" Ben yelled back as Gwen shouted out, "Nor me!"

Laughing happily, all of the kids then ran underneath the entrance of the attraction before they ran up the wooden staircase to the slide.

" _This is going to be an awesome day at Hurricane Harbour! I love theme parks!"_ Stan happily thought in his head as he reached the top of the wooden staircase where he noticed Ben and Gwen running under the height restriction sign of a cartoon Bugs Bunny wearing swimming trunks.

Walking quickly, Stan passed by the restriction sign only for him to be stopped by a young man who informed Stan, "You're too short."

Annoyed at being stopped, Stan bluntly pointed out, "What?! Um, I am not."

Determined to prove his point, Stan ran underneath the height restriction bar and using his feet attempted to reach the top of his bar.

However, he was not tall enough to reach the top of the bar.

Panicking, Stan asked the ride attendant politely, "Oh… Can you please make an exception just this once?"

"Sorry squirt, rules state that if you are not tall enough you can't ride. I'm just doing my job. Next!" The ride attendant shouted out to Stan.

"But that's not fair!" Stan huffed in annoyance as he noticed Ben and Gwen approaching him.

"Don't worry, Stan I hear the banana boats are fun for the smaller set." Ben grinned laughing at Stan as Gwen added, "True after all not everyone makes the trip down!"

Laughing at Stan, Ben and Gwen then walked off towards the slide as Stan's anger flared up as he gritted his teeth.

Furious, Stan walked off behind a nearby pillar muttering darkly, "Oh, I'm getting on that slide at all costs."

Looking around the pillar to see if it was clear, Stan then kneeled and activated the Omnitrix.

BEEP!

The Omnitrix core popped up beeping in response with the Ripjaws silhouette selected.

"Ripjaws will do nicely." Stan grinned under his breath imagining the ride attendant's reaction to a giant fish alien scaring him.

Stan then gently taped down the core and braced himself for the transformation into the Pisciss Volann.

THUNK! SPARK!

The Omnitrix core was jammed and stuck.

Stunned, Stan continued to gently tap down the Omnitrix core as it beeped and sparked slightly with green energy.

ZAP! BEEP! SPARK! BEEP!

Annoyed, Stan began tapping down the exposed core fast as the Omnitrix continued to beep loudly as Stan mumbled under his breath, "Oh come on! Now the watch is broken?!"

Enraged by all the bad luck that seemed to be troubling him, Stan snapped and slammed the Omnitrix into the side of the wooden pillar as his anger overtook him.

SLAM!

Immediately after Stan slammed the highly advanced and malfunctioning alien device onto the wooden post, chaos broke out for Stan.

BEEP! ZAP! SPARK! FLASH!

"URGH!" Stan grunted in pain as he felt the Omnitrix spark on his right arm with violent green sparks lashing out from the Omnitrix.

Unable to deal with the amount of energy being given off from the Omnitrix, Stan felt his eyes morphing from their normal blue colour as his eyelids shut.

When he reopened them, they were now a dark green with his iris slowly changing as Stan's body began shaking violently.

BEEP... SPARK! ZAP!

With Stan's body now struggling to cope with the amount of energy, the Omnitrix was giving off, a powerful and large green flash of light covered the dased and stunned human.

CRACKA-FLASH!

As Stan's DNA morphed, he felt himself getting smarter and smaller as Stan transformed into Grey Matter.

FLASH!

The Omnitrix then finished the transformation as the large burst of green light faded.

Groaning, Grey Matter slowly opened his green frog-like eyes and noticed the area from a small point of view.

"Huh? Oh no... no... no... Anything but being stuck as a micro munchkin like Grey Matter!" Grey Matter panicked with fear.

Rumble... Thump!

Noticing the ground shaking, Grey Matter gulped and turned his head around.

A large group of kids was giggling loudly and running over to the waterslide.

Freezing in shock, the reality of the situation began sinking into Grey Matter's head.

"Oh dear!" Grey Matter yelled as he began looking around for a hiding spot.

Spotting a wooden post, the Galvan quickly sprinted over to the wooden structure as he narrowly missed the group of kids stampeding across the floor.

WHOOSH! THWIP! SPLAT!

Using his suction cups, Grey Matter leapt from the ground and onto the wooden post sticking to it.

Thankfully, the group of kids stamped past Grey Matter as he muttered under his breath in relief, "Man, that was close. Okay, I now just need to sneak back to the Rust Bucket or find Max."

Peering around his surroundings, the Galvan then carefully clambered down the wooden post and landed on the floor.

Quickly moving onwards, Grey Matter quietly sneaked over to the waterslide where he saw a man talking to the ride attendant.

The man had brown hair and he was wearing a pair of light grey glasses.

His clothing consisted off a light beige t-shirt with a life jacket over it along with a pair of yellow shorts and blue shoes.

Meet Howell, a person fascinated with alien sightings and extraterrestrial activity.

"So why are you here again?" The ride attendant asked Howell who explained, "In 1951, when this waterpark was a cornfield, recently declassified documents suggest that an alien spacecraft crash-landed right here."

Yawning the ride attendant didn't pay any attention as Howell droaned on.

Underneath the two, Grey Matter quickly snaked by as the Galvan spotted the teen attendant from earlier.

Sighing, Grey Matter looked at the slide and the ride attendant again thinking, " _Curse my need to balance smarts with a common desire for revenge."_

Running over to the teen, Grey Matter slipped beneath the shoes of the teen before he grabbed the laces on each trainer and began lacing the knot's together whilst staying quiet.

"So if you could get someone from upper management down here so that I could start checking soil samples…" Howell suggested to the ride attendant.

Having enough of Howell, the ride attendant mocked Howell raising his fingers before saying, "Ring, Ring… Uh, guess what dude, no answer. Next in line!"

Sighing, Howell then gave up and looked downwards towards the ground when he spotted Grey Matter.

Humming slightly, Grey Matter finished tying the shoelaces together as he rambled on as he looked upwards, "Excellent, Now I just need to..."

Freezing in shock, Howell noticed Grey Matter staring at him as the Galvan's frog-like eyes bugged out.

Silence gripped the area before Grey Matter ran off in the opposite direction towards the waterslide.

"Did you see that?! An alien! Maybe a remnant of that fateful crash..." Howell informed the ride attendant about spotting Grey Matter.

As Howell droaned on, Grey Matter panted in exhaustion hiding behind the wooden support post thinking in worry, " _Oh no... I just need to stay quiet and not get spotted again... I wish I was Ghostfreak! That way I could sneak away."_

"Dude, you've been out in the sun way too long." The ride attendant mocked Howell.

Having had enough of the teenager, Howell shoved the ride attendant and began sprinting towards the water slide.

Shove!

"Hey! No cuts!" The ride attendant shouted out as he attempted to run after Howell.

Whoosh! Thud!

The ride attendant then toppled onto the ground due to his shoelaces being tied together.

Panicking, Grey Matter noticed Howell chasing after him as the Galvan yelled to him, "Ugh, get a life you creepy stalker!"

Turning around, Grey Matter sprinted towards the slide entrance and landed near Gwen who was preparing to go down.

Noticing Grey Matter, Gwen glared at the nervous Galvan who spoke to her, "I'll explain later okay? See ya at the bottom!"

Laughing, Grey Matter then slid down as Gwen rolled her eyes and slid after the Galvan.

Behind them, Howell noticed the two slide down as he ran over to the water slide.

Inside the water slide...

"WHEEE!" Grey Matter yelled out in excitement as he flipped upside in the water slide.

Splash!

Landing on his back, the Galvan ended up flying in mid-air before he landed on his head as the Galvan was sent flying out of the water tube head first.

SPLOSH!

Emerging from the water, Grey Matter gasped for as he looked around in the thick pool and noticed Ben swimming out of the pool.

"That was so awesome!" Grey Matter shouted out happily before he heard Gwen approaching in the water slide.

Reacting quickly, Grey Matter dived back into the water just as Gwen landed in the pool.

SPLOSH! Splash!

The two then resurfaced moments later from the water as Grey Matter grinned slightly at a glaring Gwen.

"Grandpa is not going to let you go alien just to sneak on a ride. I thought you were better than this." Gwen criticized Grey Matter in disappointment.

Defending himself, Grey Matter explained, "Um hello?! I'm taller than Ben but shorter than you. If the attendant had just let me on then this would not have happened."

"I thought you would be smarter than this at least." Gwen ranted in anger to Grey Matter.

"Urgh... Look it won't matter because in a few mins I'll be back to my normal human self, and he will never know right?" Grey Matter pointed out to Gwen.

The Galvan then gave an innocent look with his eyes before Gwen sighed and shook her head muttering in disbelief, "I'm not impressed. I'll dry off or in your case... Napkin off."

Walking out of the pool, Ben noticed Gwen exit the water as the two cousins began talking near the shoreline.

Sighing in relief, Grey Matter leaned on his back floating on the water murmuring happily, "Ah well, in a few moments, I'll move on and not look back on this."

Knowing he would revert to normal soon, Grey Matter hummed happily to himself as he floated on the water.

Splosh...

Unknown to the Galvan however, Howell's head slowly emerged from the water behind him as Howel carefully scooped up Grey Matter from the water.

SPLASH!

Confused, Grey Matter noticed that he was rising above the water a human hand.

"Wait, is that a hand?!" Grey Matter mumbled in shock before he turned around and noticed Howard's face staring at him in the victory.

"There you are, my little alien ticket to fame." Howell greedily introduced himself to Grey Matter.

Worried, Grey Matter screamed, "Ben! Gwen! Help! I'm being kidnapped!"

Stunned, Howel held onto Grey Matter tightly before he spotted Ben and Gwen swimming after him.

"Let him go!" Gwen yelled to Howell as Ben shouted out to Grey Mater, "We're coming!"

Ingoing the pleading kids, Howell quickly swam to the side of the pool and scrambled off and began running away.

Using his fist to clutch Grey Matter, A soaking Howell ran past crowds of gathered children and adults as he looked around and noticed Ben and Gwen chasing him.

"Let go of me! I'm not your property!" Grey Matter protested under Howell's grip.

Not paying attention, Howell ran past a nearby picnic table and spotted a large cooler.

Quickly thinking, Howell then tossed Grey Matter into the cooler.

WHOOSH! SPLAT! CLICK!

"Ooof!" Grey Matter grunted in pain as he noticed he was in a cooler as Howell then sealed the lid up top.

Trapped inside the plastic box, Grey Matter ran over to a nearby wall and began tapping his fists on the plastic wall.

Struggling to contain his emotions, Grey Matter was overwhelmed with a mixture of sadness, anger and fear as Grey Matter yelled, "Please help me! Guys..."

As Grey Matter continued to plead inside the cooler, Howell ran past Max who narrowly avoided getting knocked over by him.

Ben and Gwen then ran around the corner as Max who was carrying four ice creams asked them, "What's the rush?"

"Grandpa! That guy stole Grey Matter!" Gwen informed Max as Ben added on, "Yeah, he was abducted!"

Frowning, Max quickly discarded the ice creams into a nearby bin before the Tennyson trio began chasing after Howell.

Turning his head, Howell noticed the Tennyson trio chasing after him whilst he heard Grey Matter screaming inside the cooler.

Inside the cooler, Grey Matter was struggling to maintain his grip on the cooler as he continued to be shaken around.

WHUMP! SMACK!

Slipping over and falling on his back, Grey Matter finally panicked and leapt into the air before he used his suction cups to grab hold of a nearby apple.

WHOOSH! THWIP! SPLAT!

Clutching onto the apple, Grey Matter began thinking in worry, " _What if I turn back to normal in this?! The damage to me would be horrific… UGH!"_

Back with Howell, he managed to make it to the entrance of the Hurricane Harbour waterpark.

Smirking, Howell pushed through a large crowd attempting to leave the park as he vanished.

Panting in exhaustion, Max stopped running as Ben and Gwen supported him.

"Huh... I keep forgetting I'm not as young as I used to be, Go!" Max ordered Ben and Gwen.

Nodding, both Ben and Gwen continued to pursue Howell and ran through the exit gates.

Now in the car park, Ben and Gwen noticed that Howell had tossed the cooler in the boot of his thick green car.

WHUMP! LOCK!

Slamming the boot of the car shut, Howell smiled before he ran to the driver seat and locked himself in.

REEV! RUMBLE! SCREECH! THWOOSH!

Howell's car then screeched off away from the parking space just as Ben and Gwen ran over to the car.

Waving from the car, a grinning Howell then drove the car away from the water park.

Shocked at what just happened, Ben snapped swearing loudly, "Damn it! Grey Matter's gone, He could be anywhere!"

"Don't worry, we'll find him... Somehow." Max informed the two having managed to walk over to them in the nick of time.

Agreeing with Max, Gwen suggested to the other two, "We should get changed and get back to the Rust Bucket."

Understanding the situation, the Tennyson trio slowly walked back to the water park as there search for the missing Galvan began.

Ten mins later...

Howell continued to drive the car frantically back to his house as he swerved past a truck at high speed.

Inside the cooler, Grey Matter had given up on escaping as the Galvan was sat down against the grey wall of the cooler.

"Great, What is going to happen next? Am I going to be stuck in a house for the rest of the day?!" Grey Matter ranted in annoyance.

Sighing, Grey Matter noticed the red apple he was clinging to earlier and smelled it with his nose.

Sniff...

A delicious aroma of apple went through the Galvan's nostrils as Grey Matter smiled and hungrily chewed on the apple.

Chomp!

Eating the apple, Grey Matter happily remarked, Although apples are still nice, no matter what how small or big you are."

SCREECH! WHAM!

Once again Grey Matter was hurled across the cooler as the Galvan skidded across the ground of the cooler.

Groaning, Grey Matter heard the car door open along with Howell walking to the boot of the car.

Not sure what would happen next, Grey Matter braced himself for what would occur.

At the same time, outside...

Howell's car parked up in a driveway as the car entered a garage that was connected to his house.

The house that Howell lived in was a modern double story house that was connected to a garage.

On the outside of the house were also various security camera's that flicked around the house.

In the garage...

Creak...

The boot of Howell's car creaked open as Howell carefully grabbed hold of the cooler and exited the garage.

The house was quiet and empty as Howell walked down a long hallway filled with red beams on either wall.

"Security system off," Howell ordered the system in his house.

BEEP! FLICK!

The red beams deactivated as Howell continued to walk down the corridor.

Due to his wet shoes, he was leaving footsteps in his trace, however, he didn't seem bothered.

Interestingly enough, robotic hoovers moved over the wet marks acting like independent robots with the wet marks being cleaned up.

Entering the kitchen, Howel walked over to a table and placed the cooler on it.

"Lights on, Prepare dinner," Howard ordered his appliances as he placed the cooler on a kitchen table.

FLICK! BEEP!

The lights in the house flashed on in the kitchen whilst a nearby microwave also activated automatically.

Smiling, Howell walked over to the microwave whilst a white furry cat leapt onto the kitchen table.

"Meow!" The cat meowed as it noticed the cooler and smelled it briefly.

Moving over, the cat began shaking the cooler about as Grey Matter panicked inside.

"Gah!" The Galvan yelled inside the box.

Hearing, Grey Matter panic, Howell quickly intervened saying to the cat, "No. No. This one is all mine."

"HISS!" The cat snarled in response as Howell then grabbed hold of the cooler and walked out from the kitchen.

At the same time...

WHOOSH! SCREECH!

The Rust Bucket had left the waterpark behind as now driving down on the Interstate the group had used to drive to New Orleans.

Inside the vehicle, everyone was in the front section of the RV with Ben standing up near Gwen who was strapped in the front seat.

"Okay, so if he is Grey Matter now, he'll just turn back into Stan and then he'll go Four Arms and escape," Gwen suggested to the others.

"But if you said he went alien when he did, Stan should have changed back before he was taken." Max pointed out to Gwen.

"Which means that maybe something is wrong with the watch!" Ben shouted out in shock.

"Well at least as Gray Matter he's twice as smart then he is normally." Gwen optimistically said to the others.

"True, but we just need to stay focused and find him." Max reminded the kids as he continued to drive the Rust Bucket.

Meanwhile back at Howell's house...

Grey Matter looked around in the circular glass jar he was being held captive in.

Currently, Grey Matter looked around in the side room he was being held in with his frog-like hands placed against the glass.

The room was filled with various alien artefacts and equipment on various shelves and displays that were scattered all over the room along with posters of planets and galaxies.

"So this is what being a zoo animal feels like." Grey Matter mused sadly.

On the outside of the glass jar, Howell remarked in shock at Grey Matter, "Incredible... Truly incredible... A truly perfect miniature alien being."

"Who are you calling miniature?!" Grey Matter complained back to Howell in annoyance.

Glaring at Howell, Grey Matter tried hard not to curse at him as Howell began bombarding the Galvan with questions.

"So tell me, which galaxy are you from?" Howell asked Grey Matter who lied stating, "Uh... The Solana galaxy and I ain't saying anything else!"

"Fiesty little life form, aren't you?" Howell spoke out observing Grey Matter's anger.

"You want to see fiesty? Just wait until I break out of here and get bigger..." Grey Matter threatened Howell.

Smirking, Howell watched on as Grey Matter angrily shouted at him, "What?! Do you want a photo? I've got one for you."

Obscenely raising his finger to annoy Howel, Grey Matter was surprised to see him watch on in fascination with his behaviour.

Giving up, Grey Matter and sighed sat down on the glass floor of the jar whilst Howell took out a 2006 iPhone saying, "My thoughts exactly."

FLASH!

A bright white light blinded Grey Matter briefly as the Galvan rubbed his green frog-like eyes.

Smiling with his goal complete, Howell walked out of the room and down into the corridor humming to himself happily.

Creak...

Howell then entered a computer room which was opposite the storage/exhibit room.

Inside the room was a large computer setup where various monitors were connected to the security cameras in his house.

Sitting down on a computer chair, Howell fumbled through the drawer below the computer as he found a USB cable.

Next, Howell connected the USB cable to the iPhone before he activated the computer and began calling his client.

A few mins later...

Howell had successfully managed to establish a connection with his client.

Gulping slightly, Howell began talking to the individual who was talking on the other side of the computer.

The bizarre part was that the figure was wearing a knight outfit of some kind and seemed to be sitting in a castle.

The figure was sat in a wooden oak room where a glass portrait of a knight was located behind him.

The knight seemed to be a thick bulky male.

He wore a thick gold-coloured mask that covered his face along with a grey-blue painted crown on his head that was connected to a thick black hood encasing the crown.

He was also wearing a burgundy surcoat with a shield and skull emblem beneath it with a grey belt with his arms and legs completely encased by thick medieval-style armour.

"Mr Howell, we've more than had enough of your fuzzy games and blurry photos of supposed alien spaceships. I'm not someone you want to annoy." The knight responded with his voice being thick and deep.

"I know that, but this one is different. I promise you, Enoch." Howell explained back to Enoch in desperation.

Howell then showcased a series of images he had taken of Grey Matter including him looking glum and the Galvan placing his fingers against the wall.

Intrigued Enoch observed the pictures as Howell explained fully, "He's only about six inches in size, and converses fluently in English and has been shown to figure out and perform advanced mathematical equations. Perhaps the organization will reconsider?"

Once Howell finished taking, Enoch pondered over Howell's discovery before he replied, "I'm sending you a car, you'd better not be wasting our time or our resources."

Howell exploded with joy before Enoch continued talking to Howell.

Back with Grey Matter...

Still trapped in the glass jar, Grey Matter muttered in disbelief, "Great, a thousand people at Hurricane Harbour and the U.F.O freak is the one find and capture me like a zoo exhibit."

"Meow..." Howell's cat meowed in hunger.

Confused, Grey Matter noticed Howell's pet cat crawling near the glass jar as the animal started at Grey Matter with a hungry look in its eyes.

Freezing in surprise, the Galvan's eye's widened back as a brilliant idea entered his brain.

As the cat licked its lips, Grey Matter mumbled under his breath, "Eureka! I'll get him to knock over the jar."

Carefully placing his hands on the glass jar and bracing himself for impact, Grey Matter shouted out to the hungry feline, "Here, kitty, kitty... I taste just like chicken..."

No longer being able to stand the temptation of a fresh meal, the cat used it's hind legs to propel upwards into the air.

WHOOSH! THUD!

As the cat gracefully landed on the table, it used it's paw to knocked the glass jar off the table as it plummeted to the ground.

THUNK! WHOOSH!

"Whoa!" Grey Matter panicked inside the falling glass jar.

SMASH!

The glass jar shattered into pieces of broken glass with the debris scattering across the carpet.

Thankfully, Grey Matter opened his eyes and noticed that he was slightly dusty and not injured.

"I'm free! Time for operation break-out!" Grey Matter declared in excitement as the Galvan began brushing himself down.

Rumble... WHIRRR!

Confused, Grey Matter turned around and noticed a robotic hoover rumbling across the floor to him.

Panicking, Grey Matter quickly ran away from the robotic device just as Howell's cat jumped off the table.

WHOOSH! THUD!

Skidding to a halt, Grey Matter noticed the giant cat staring hungrily at him.

"Uh oh. Time to find the exit!" Grey Matter shouted out as the Galvan turned around and ran towards the robotic hoovers behind him.

WHOOSH! THWIP! THWOOSH! THWIP! THUMP!

Grey Matter carefully jumped over each of the robotic hoovers one at a time as the Galvan used his small body and mobility to fling himself into the air.

Once Grey Matter landed on the other side of the carpet, the Galvan heard the cat howling loudly in panic.

"MEOW!" The cat howled as it ran off and leapt onto the table hissing loudly.

No longer noticing the cat, the robotic hoovers turned around and continued chasing after Grey Matter.

Whoosh!

Running out the side door into the corridor Grey Matter ran off as the robotic hoovers continued chasing after him.

Then, Howell emerged from the computer room murmuring happily, "Howell Wayneright! Alien discoverer ha! Let the fame and fortune begin!"

Entering the exhibit room, Howell noticed the empty glass jar.

"No! Damn it! Where did the alien go?!" Howell yelled in shock and anger.

In the Kitchen...

Grey Matter panted as the Galvan entered the kitchen area and noticed the kitchen counter.

WHOOSH! THWIP! SPLAT!

"WOAH!" Grey Matter yelled out as he jumped away from the floor and landed on the handles of the kitchen cupboard using his suction cups.

Grunting slightly, the Galvan then jumped onto the kitchen handles one at a time before Grey Matter finally hauled himself onto the top of the kitchen counter.

Slowly standing upright, Grey Matter happily declared, "Nice! Now to find a viable way out."

Looking around, Grey Matter spotted a large broadband phone and smirked walking over to it.

Once he arrived at the phone, Grey Matter used his frog-like hands and dialled in the number for Gwen's phone he remembered.

On the Rust Bucket...

RING! RING!

Gwen felt her phone vibrating in her pocket with Ben and Max staying quiet in response.

Quickly acting, Gwen pocketed out her phone and turned it to loudspeaker before replying, "Hello? Who is this?"

"Gwen, it's me, Stan, I'm currently looking for a quick exit." Grey Matter's voice spoke through the phone.

"Stan, you're still Grey Matter?" Gwen asked surprised as Grey Matter explained back, "Yeah, the Omnitrix hasn't timed out yet!"

"Where are you anyway?" Gwen then said to Grey Matter.

Sighing, Grey Matter slowly grabbed the large mobile phone and dragged it across the kitchen counter to a large window near the sink.

Thump!

Placing the phone near the window, Grey Matter looked out the window and spotted a large mountain along with a series of houses located in the valley outside.

Analyzing all the details, Grey Matter explained fully, "Okay, there appears to be a mountain peak thirteen. two miles due west with a peak angle of fourty-five degrees in a valley full of large suburban housing and various trees with..."

Annoyed with Grey Matter's rant, Gwen bluntly pointed out, "Hey brainiac, how about a street?"

"Oh sorry, the street sign I can see states, Ripley." Grey Matter replied as the Galvan leaned his hands against the window.

BEEP! BEEP! BEEP!

An alarm bared throughout the house with red flashing lights everywhere before Grey Matter sarcastically remarked, "I just had to set the blasted alarm off."

WHOOSH!

The window then groaned as a large metallic shutter plunged towards Grey Matter.

Panicking, the Galvan narrowly dodged the flying shutter as he then bumped into the phone.

WHACK!

Realizing what he had done, Grey Matter yelled out, "NO!"

SMASH!

The mobile phone shattered into rubble and debris as Grey Matter sweated realizing the loss of his only means of communication back to the outside world was gone.

The window then groaned as a large metallic shutter plunged towards the Galvan as Grey Matter panicked narrowly jumping and dodging the flying shutter.

Back on the Rust Bucket...

"Stan?! Something happened!" Gwen yelled out as she began panicking.

"Grandpa, can we go any faster?! Ben asked Max who spoke back, "Not unless you want the cops to come after us. We should be there in about five mins time."

Back in Howell's house...

The alarm stopped blaring as Grey Matter gulped and turned around.

An angry Howell glared back at him before he shouted out, "You're not escaping this house! Not when I'll become famous!"

"You'll have to catch me first imbecile!" Grey Matter taunted Howell back.

Furious, Howell charged towards the kitchen countertop where Grey Matter was.

Grinning slightly, Grey Matter came up with a plan to cause chaos for Howell who then yanked his hands on the table.

WHOOSH! GRAB!

Grey Matter was tangled up in Howell's hands as he smiled in victory.

However, Howell did not notice Grey Matter crawl through his right sleeve using his suction cups to hold him onto his skin.

"I have you now... Uh... Why am I itchy?" Howell asked in confusion.

Frowning in shock, he noticed Grey Matter crawling underneath his yellow shirt as the Galvan's head popped out near his left sleeve.

"This is for kidnapping me." The smirking Galvan said to Howell.

Climbing back into Howell's shirt, Grey Matter approached the back of his neck before muttering in disgust, "This is so inhuman for my species."

Grey Matter then opened his mouth and bit into Howell's neck.

CRUNCH!

"ARGH!" Howell yelled in pain as he felt Grey Matter's teeth sink into his neck.

As Howell's hands clutched his neck, Grey Matter jumped out of the neck and slide down Howell's left sleeve and landed on the floor.

THWIP! SPLAT!

Landing on the floor and running off, Howell noticed Grey Matter scampering away from him.

As Howell chased after Grey Matter, the Galvan spotted an air vent and ducked into it via the hatch.

Immediately, Howell ran over to the vent and began pulling the hatch off as Grey Matter vanished into the vent system.

Creak... THUNK!

Pulling off the vent cover, Howell placed his hand inside the air vent to try and capture Grey Matter only for the Galvan to be long gone.

Howell cursed in annoyance as he then placed the hatch cover back on the air vent.

At the same time on the Rust Bucket...

Gwen opened up an Atlas map of North America for the local area that Ben had given her.

Watching on, Ben noticed Gwen studying the map and the local area before he asked, "Found anything called Ripley?"

"Yes, but it's Ripley Avenue, Ripley lane, Ripley drive. We don't have time to check these all out." Gwen groaned in annoyance.

"Do we have a choice? No, we don't." Max reminded the two kids.

SCREECH! WHOOSH!

The Rust Bucket then drove down a hill into the residential valley that Grey Matter had previously described.

A few mins later back with Grey Matter...

Thud. Thud. Thud.

Grey Matter was climbing upwards through an air duct using his suction cups on his hands to stick to the metallic surface.

"What is your malfunction? Probably something stupid like the DNA splicing replicator copping a fractured amino acid sequence." Grey Matter pondered to himself as to why the Omnitrix was broken.

Stunned by how smart he was, The Galvan froze with his eyes widening in surprise and joy before he muttered, "I've gotten even smarter than before in my natural human state. Still, I must admit I prefer the Galvanic Mechamorph state rather than being trapped as a Galvan however."

Thud! Whumf!

Reaching the top of the air duct, Grey Matter clambered over the top before he stood up remarking, "Huh, just like Half-Life. Now I know how Freeman feels in these."

Standing upright, the Galvan then continued walking down the air duct.

Brrrrr... Whoosh...

Freezing in cold, Grey Matter mumbled under his breath, "Great, a vent fan."

BRRRRR... WHOOSH!

On the outside of the vent, Howell smirked as he increased the air system in his house to hight muttering to himself, "I'll teach you to blow me off..."

Inside the vent, Grey Matter struggled to maintain his grip on the air vent before the Galvan was sent flying through the ventilation system.

Back on the outside of the vent, Howell listened to Grey Matter thumping on the outside as he followed the wall.

Inside, Grey Matter continued to tumble through the air before he spotted a grate opening in the vent system.

Stretching out his arms, Grey Matter grabbed hold of the grate opening and clutched on tightly.

The Galvan then used his frog-like hands and flicked the latch that connected to the grate.

Flick! Whumf!

The gate flew open and fell downwards upside down as Grey Matter clutched onto it muttering, "Okay, new plan."

Looking upwards, Grey Matter spotted Howell using a large broom to catch him.

"Got ya!" Howell yelled at Grey Matter who shouted back, "I don't think so!"

THWIP! WHOOSH! SPLAT! CLANG!

Grey Matter then leapt downwards from the hatch as Howell slammed the broom onto the vent grate.

SPLAT! CLANG!

The vent grate clattered onto the floor as Grey Matter once again landed on the counter side of the kitchen.

Spotting a nearby sink, Grey Matter quickly sprinted over to the stink just as Howell thwacked the countertop with the broom.

WHAM! CRACK!

Narrowly missing the broom, Grey Matter laughed at Howell as the Galvan jumped into the sink and slid down the hole into the drainage system.

Whoosh! Splosh!

Grunting in disgust, Grey Matter noticed the waste tunnel he was in and murmured in disgust, "Ugh... I hate water areas, especially a sewer."

Back in the kitchen up top...

Howell looked on at the sink muttering nervously, "He gets away and the organization will come after me, Come on think Howell..."

Realizing what the sink was used for, Howell smiled and turned it on.

WHOOSH! SPLURT!

Instantly, water poured out of the tap and into the sink.

Rumble... Splosh...

In the sink, Grey Matter noticed the sink rumbling and turned around only for the water to blast in his face.

KA-SPLASH!

Coughing out in shock, Grey Matter has pushed down the drainpipe even further.

"ARGHHH!" Grey Matter screamed in fear as the Galvan began panicking due to his overwhelming fear of the water.

SPLOSH! WHOOSH!

The next thing Grey Matter knew was that he had been flushed into a large body of water.

Immediately, Grey Matter was sent flying upwards due to the flow of the water until...

SPLASH!

Resurfacing above the water, Grey Matter sighed in relief muttering in relief, "Finally, fresh air..."

Looking around, however, Grey Matter discovered he was in a toilet.

"Water and smelly waste?! This is so blasted gross!" Grey Matter shouted in disgust.

Sighing in annoyance, Grey Matter began swimming to the side of the toilet and began climbing out of the toilet bowl.

Meanwhile back at the Rust Bucket...

The Rust Bucket was parked in the suburban complex as the Tennyson trio stepped outside the parked vehicle.

"Where do we start looking?" Ben inquired to the others.

Taking charge and wanting to find Grey Matter, Gwen ordered the other two, "Ben you scour out the east side, Grandpa you help Ben, I'll check the west side."

Agreeing with Gwen's decision, Max stated out, "That sounds good enough for me, let's go!"

Ben and Max then sprinted off towards the east side of houses while Gwen went searching to the west side in response.

On the east side of the housing complex, Max ran up to a nearby house as Ben split off and ran to another one.

Trying not to be rude, Max carefully peeked inside a nearby window asking, "Stan?"

SKIRT! SPLASH!

A nearby water sprinkler then activated and doused Max with water.

Stunned, Max quickly ran off from the garden being reminded of the Limax due to being soaked by the water.

Ben was not having much good luck.

Sighing, Ben walked passed a nearby door and knocked on it.

Tap. Tap. Tap.

Not getting any reply, Ben noticed a nearby window.

Shrugging, Ben walked over to the window and peeked in muttering, "Stan, you in here..."

Ben then saw something that scarred him for life.

Freezing in horror, Ben's eyes boggled out as he slowly walked back looking grossed out.

"That will give me nightmares for weeks..." Ben muttered under his breath in horror before he ran away from the area.

With Gwen...

Looking around the east side of the housing complex, Gwen noticed a small basement window.

Crouching down on the ground, Gwen looked from the small window and noticed a spider dangling from it making a web.

Gasping in surprise, Gwen stumbled back and ran only for he to accidentally bump into Ben and Max at the same time.

CRASH!

The three members of the Tennyson family then bumped into each other before they all slammed onto the ground dazed.

Slowly the three recovered and stood upwards before the search for Grey Matter continued.

Back inside Howell's house...

In the computer room, Howell was watching various security cameras in the house by using his computer.

"You can run, but you can't hide," Howell muttered under his breath.

Beep... Whirr...

As another security camera moved around in the basement, Grey Matter scaled down a brick wall before he landed on a circuit breaker box.

Confused, Howell spotted Grey Matter opened the circuit breaker box as the Galvan smirked at the camera.

"What?" Howell said in shock.

FLICK! Whiirrrrr...

The electrical system within Howell's house then deactivated and failed.

Frustrated, Howell tried to get the security system up and running only for him to fail.

Sighing in annoyance, Howell rolled his chair back and fumbled around in the drawers below until he found a flashlight.

"Fine, I'll find him myself." Howell declared as he exited the computer room.

Creak...

Exiting the computer room, Howell shined the flashlight down the corridor and into the hallway.

Walking out of the hallway, Grey Matter peeked out from a nearby plant pot as the smirking Galvan watched Howell walked nearby.

Looking around, Grey Matter noticed a fireplace to climb into as the Galvan whispered, "Ah, my ticket out of here."

THWIP! WHOOSH! THUD!

Grey Matter then jumped out of the plant pot as the Galvan landed on the floor and began scampering over to the fireplace.

Thud! Thud! Thud!

Hearing Howell's thumping footsteps, Grey Matter ducked behind as sofa as Howell walked past carrying a flashlight in one hand and a net in his other hand.

"Don't be this hard on your self..." Howell advised Grey Matter before he exited the living room.

Checking, Howell was gone, Grey Matter ran away from the sofa and leapt onto the fireplace.

THWIP! WHOOSH! SPLAT!

Landing on the wall, Grey Matter used his suction cups to cling onto the wall as he reached the fire hatch above him.

"Okay, I hope that I'm strong enough for this." Grey Matter whispered to himself.

Breathing in Grey Matter grunted and used all his strength to rip open the hatch.

Creak... CLANG!

Smoke and dust fell from the fireplace as Grey Matter cheered out, "Success!"

In the kitchen, Howell heard the sound before he turned around and ran back to the living room noticing the open fireplace.

Peeking under the fireplace, Howell activated his flashlight.

FLASH!

Howell spotted Grey Matter climbing up the wall to the chimney.

Turing his head down, Howell glared at Grey Matter who taunted Howell, "You lose! I'm going to climb out of here to freedom!"

Laughing, Grey Matter continued climbing up the brick wall as Howell replied, "Really? I'll smoke you out then if I have to!"

Grabbing a nearby matchstick, Howell ignited the wooden logs on the fireplace.

BZZT! WHUMP!

Smirking, Howell watched as the flames slowly rose upwards along with the thick black smoke from the wooden logs.

Further upwards, Grey Matter began coughing as the smoke obscured his vision.

" _No way I am losing here! I will get back to the Rust Bucket and get back to normal!"_ Grey Matter vowed as the Galvan continued climbing upwards holding his breath.

However, the lack of oxygen and heavy fumes slowly blocked the bright blue air of the chimney as Grey Matter struggled to hold his grip on the brick wall.

Feeling shattered, Grey Matter finally gave up swearing slightly, "Darn... So close..."

THWIP!

Grey Matter's suction cups finally failed as Grey Matter plunged.

"ARGHHH!" Grey Matter screamed as he tumbled down through the smoke towards the bottom of the fireplace.

WHEEEE... BOING!

Using the fishing net, Howell scooped up Grey Matter.

Depressed and sad, Grey Matter gave up as Howell smirked in victory declaring, "I win."

Grey Matter didn't respond as Howell smiled and walked back to the exhibit room.

Back outside...

SCREECH! WHOOSH!

The Rust Bucket was driving down another part of the housing estate with Ben sat in the front seat whilst Gwen was standing up.

Looking out the window, Ben then spotted Howell's green car.

"Grandpa, his car!" Ben shouted out to Max who nodded back and drove the Rust Bucket even faster.

Back inside the house...

THUNK!

Carefully placing Grey Matter in a glass cage, Howell then closed the door to prevent the Galvan from sneaking back out.

Once inside the cage, Grey Matter looked around and noticed the various alien figures and exhibits Howell had on display as he walked around the room whilst staring at the Galvan.

"Ugh, something tells me you're the type of person who has not a lot of friends." Grey Matter deduced from observing Howell's behaviour.

Turning around, Howell boasted back, "Who needs friends when you'll have the fame I'm about to have?"

"This is about money and fame?! Oh, so you're another person who only cares about money and wealth. What about your family? They matter to you?!" Grey Matter shouted out to Howell in rage.

Rolling his eyes, Howell cockily replied, "I don't care. Once I'm rich, I'll be happy enough."

WHOOSH! THUD!

And then the front door was slammed open as three men entered the house.

The three men were wearing thick brown coats and hats along with silver pale masks covering their faces.

They were also wearing the same symbol Enoch had been donning earlier along with thick boots and gauntlets.

One of them was also carrying a futuristic electrical cage to carry Gray Matter in.

Hearing the front door slam open, Howell explained in shock and joy, "They are here! The Organization!"

Realizing he would get tangled in more trouble, Grey Matter muttered in disbelief, "Great, more flunkies after me."

Feeling nervous, Howell gulped as the three knights of the organization entered the exhibit room.

"Oh, you don't know how long I have waited to meet you, people. It is truly an honour." Howell introduced himself to the knights preparing to shake a knight's hand.

Howell was ignored, however, as Grey Matter placed his hands on the glass case whimpering sadly, "I'm never getting home am I?"

Howell then attempted to shake the hand of the organization member instead, but he was ignored as Grey Matter placed his hands on the glass case and sighed sadly.

At the same time outside Howell's house...

The Tennyson trio arrived near the locked red door to Howell's house as Gwen asked, "Want to ring the doorbell?"

"No, I think we give them a hard entry," Ben muttered under his breath darkly.

"Good thinking Ben, I'll knock hard," Max replied chuckling.

Raising his left leg, Max slammed it on the red door.

WHOOSH! THUD!

The red door was slammed open as a brown hairy dog snarled back at them.

Whirrr...

An elderly lady then moved over in her wheelchair and spotted the stunned Tennyson trio shouting out, "Brutus! Sic em boy!"

"Oh crap! Wrong house!" Ben shouted out in shock as Gwen yelled, "Get back!"

Quickly moving forward, Max shielded the kids as the dog charged at them.

Back in Howell's real house...

"Where is the alien?" The Organization knight bluntly asked Howell.

"Oh, I put him in the display case here," Howell spoke showcasing Grey Matter in the glass case.

Satisfied, the Organization knight then showed Howell aside and opened the glass door.

Terrified, Grey Matter stumbled back before the knight grabbed hold of the Galvan's back.

"Hey, hands off!" Grey Matter protested before the knight stated, "Silence creature. You will not talk."

THWIP! SPLAT! SKIRT!

Grey Matter was then dropped into the electrical cage before the top was sealed shut.

With Grey Matter captured, the Organization knights then walked out of the exhibit room with Howell nervously following behind.

At the same time with the Tennyson trio...

WHOOSH! WHAM!

"GAH!" Max yelled out as he struggled to keep the dog from lashing out and attack his face.

Ben and Gwen attempted to help pry the dog off Max when the kids noticed the organization knights leaving Howell's house walking to a large black limo with the logo of the Organization on the front.

One of the knights hurled Howell into the car which caused him to drop his 2006 iPhone onto the pavement.

"It's him! They're getting away!" Gwen shouted out as Ben yelled back, "That's the guy who stole Grey Matter!"

Noticing the black limo drive off, Max grabbed hold of the dog's face and gently tapped it on its sensitive nose.

Tap!

"Rrrrr..." The dog whimpered as it slowly fell unconscious.

Carefully, Max stood upright and placed the sleeping dog onto the ground as Max sighed murmuring, "Down boy."

"Nice work, Grandpa." Gwen complimented Max as Ben added on, "Yeah, same here."

"Come on! We need to find out where they went." Max reminded the two kids.

Ben and Gwen then followed Max as the group began investigating Howell's house.

Meanwhile back with Grey Matter...

The large black limo drove was driving away from the residential village and was now driving in a thick forest down a side road.

Inside the limo, the Organization knights sat on either side of Howell with Grey Matter being in the electrical cage in the middle of the car.

In the electrical cage, Grey Matter lied casually on his back staring at the ceiling before he muttered out, "I sure have a pretty bad feeling about this so-called Organization."

"That's because you're the one in the cage and I'm not," Howell replied to Grey Matter.

Then Grey Matter noticed something interesting, the thick forest had cleared up and was now replaced with an open plain along with a large medieval-style fortress in the distance.

"We have arrived. You are to present this specimen to our leader Enoch, Mr Howell. Is that understood?" The driver of the limo informed Howell.

Understanding and wanting a reward, Howell asked back, "Oh yes, I understand. Will I be rewarded for this like fame and money wise?"

There was merely silence in the Limo as the vehicle approached the castle.

Looking from the electrical cage, Grey Matter noticed that the fortress was gigantic and was covered with various guards who wore medieval-style equipment and gear.

"A medieval-style mansion with knights? Did I go back in time to the middle ages?" Grey Matter questioned himself as the Limo approached a pair of large wooden doors.

Creak... SCREECH!

The pair of large wooden doors creaked open as the Limo drove inside the castle.

Once inside, the limo screeched to a halt in a driveway as the Organization knights exited the vehicle with Grey Matter being carried out in the electrical cage.

Pausing, Howell looked around his surroundings before he was shoved out of the Limo by an Organization knight.

The wooden door to the castle was then slammed shut.

Creak... WHAM!

Back with the Tennyson trio near Howell's House...

Outside Howell's House, Max peered into the garage window noticing his parked car in there.

Looking around the area, Ben was searching for clues whilst Gwen was quietly thinking to herself when Max stated, "Heh, the old lady and the creep have the same taste in cars. Go figure."

"So any clues as to where Grey Matter was taken?" Ben asked Max who replied, "Not that I know off yet, sport."

Not listening to Ben and Max talk, Gwen spotted Howell's discarded iPhone lying on the pavement.

Reaching down with her hand, Gwen grabbed the iPhone and turned it on.

Beep...

The iPhone activated as Gwen noticed a photo of Grey Matter looking depressed pop-up.

"He looks so sad," Gwen muttered to herself as Ben and Max walked over and noticed the picture as well.

"They can't just do that to him. It's not right at all." Ben spoke in sadness agreeing with Gwen.

Frowning, Max carefully took hold of the iPhone and flicked from the picture app to a series of text numbers on the phone.

Realizing it was the call history of the phone, Max explained out, "If we can get a reverse trace on that number, we should be able to get an address."

"Grandpa, there's a sneaky side I'm starting to appreciate." Gwen praised Max in happiness.

Smiling at Gwen, Max stated, "Well thank you, Gwen. Let's get back to the Rust Bucket and figure this out."

Max then walked ahead with Ben and Gwen following him back to the Rust Bucket.

SCREECH! WHOOSH!

The Rust Bucket then drove away from the residential area following the phone signal trail.

Inside the Organization mansion...

THUMP!

The group had now entered Enoch's office as the electrical cage that contained Grey Matter was carefully placed on his oak table.

Watching from the cage, Grey Matter noticed Enoch turn his oak chair around and observed him with curiosity and intrigue.

Gulping, Grey Matter slowly moved back from Enoch who stated to Howell confidently, "Well, Mr Howell. You seem to have acquired a remarkable specimen."

"Heh, Heh. So how are we doing this? Hitting the major talk shows, a joint press conference?" Howell questioned Enoch.

"Please don't. I would prefer to stay hidden." Grey Matter quietly whispered back.

Crossing his hands, Enoch spoke back, "We prefer to keep our discoveries private."

Stunned, Howell stepped back in disbelief protesting, "Eh?! What are you talking about? We need to tell the world about this."

"We don't." Enoch bluntly informed Howell as the doors to Enoch's office flew open.

WHOOSH! THUD!

A rumbling cart was then pushed into the office by two Organization scientists.

Both scientists were wearing bulky hazmat gear and thick black helmets.

The scientists pushed the cart past Howell who watched on in confusion and fear realizing what would happen to Grey Matter.

THUMP!

One of the scientists grabbed hold of the electrical cage and placed it on the cart carefully before the scientists wheeled him away.

"What? Where are you taking him?" Howell asked Enoch who calmly stated, "Our scientists have a few tests to run."

Inside the electrical box, Grey Matter boasted out, "Umm tests? I'm good at most subjects, but math is my best."

Once Grey Matter was wheeled outside of Enoch's office, Howell finally had enough and argued back, "Look, I found him. He belongs to me!"

"He is our property now. And you've just become disposable. Guards, remove Mr Howell from the property." Enoch confidently spoke out grinning underneath his steel mask.

The two Organisation knights from before then grabbed hold of Howell and began dragging him out of Enoch's office.

Glaring at Enoch, Howell shouted out angrily, "You bastard! I won't let you take my alien away! You hear me?!"

Enoch merely ignored Howell's pleas before he was alone in his wooden oak office.

Thinking about his plans for Grey Matter, Enoch smirked underneath his mask darkly before he turned around and looked out the glass window.

At the same time, Howell was tossed down some wooden stairs into the basement of the mansion.

THWACK! CRACK! CRASH!

"Ooof! "Ow!" "Argh!" Howell cried out in pain before he landed at the bottom of the basement covered in dust and dirt.

Groaning, Howell slowly stood up onto the ground and glared at the Organization knights who had tossed him down the staircase yelling out, "They can't do this to me!"

Creak...

An Organization knight then opened a wooden door and stared at a pissed off Howell.

Enraged, Howell then rammed his body into the wooden door.

WHACK!

Running away from the basement, Howell began his search for Grey Matter.

Meanwhile outside the Organization mansion...

An Organization knight patrolled the outer perimeter as he gripped onto a futuristic energy lance of some kind.

Rustle...

The Tennyson trio carefully sneaked into a nearby bush as they all spotted the intimidating fortress.

"This isn't a house. It's a fortress." Gwen remarked having observed the fortress.

"Are they having a masquerade party here or something?" Ben asked in confusion by studying the building and thinking about the parrels with the medieval design.

"They call themselves the Organization, a well-financed secret society. They are dedicated to collecting to alien technology of any kind." Max briefly explained.

Ben and Gwen looked at Max confused before he replied, "When you've been around as long as I have, you pick up a few things."

Not bothered by what Max said, the Tennyson trio left the bush behind and continued to sneak over to the mansion by using the nearby foliage as cover and keeping an eye out for any Organization knights patrolling the area.

Back inside the Organization mansion...

Grey Matter looked around the cart he was on before the scientists entered a small laboratory.

Inside the laboratory, a large industrial-grade laser cutting machine was connected to the roof of the mansion as the cart was wheeled over to the machine.

One of the scientists then moved away from the cart and took out a model of Grey Matter from his pocket.

The scientist then placed the model onto the machine as Grey Matter watched on realizing what would happen to him.

"Oh no... Please don't tell me that's what I think it is." Grey Matter whispered with fear and horror.

The pair of scientists then activated the machine as it whirred to life.

BZZT! WHIRR! HISS! CUT!

A series of laser cables then detached from the top of the machine before the lasers cut the wooden model of Grey Matter into pieces.

"ARGH!" Grey Matter panicked in shock as he noticed the arms and legs of the wooden model chopped off.

Covering his mouth, Grey Matter whimpered as one of the Organization scientists said to his colleague, "Prepare subject for dissection."

" _Oh dear! Where is a miracle when you need it?!"_ Grey Matter panicked in fear as one of the scientists reached inside the electrical case and grabbed the struggling Galvan.

Grey Matter was then dragged by the scientist and secured onto the table as the dissection was prepared to begin.

Back outside the Organization mansion...

The Tennyson trio had managed to get closer to the mansion and had successfully climbed up a large oak tree near the edge of the mansion.

"Ready?" Max asked the two kids.

"Not really." Gwen said to Max nervously as Ben confidently declared, "I am."

Smiling back at the kids, Max stood up and began walking across the large tree branch.

Creak... Rumble...

The oak branch creaked as Max carefully balanced himself across the oak branch as Gwen and Ben followed on behind him.

"Jump now!" Max yelled at Ben and Gwen.

The group then jumped off the oak branch before they all landed on the brick wall of the mansion.

BOING! WHAM! CREAK!

Ben and Gwen slowly clambered over first as Max grunted struggling to hold on as Ben and Gwen pulled him as he toppled onto the stone floor.

Just as an Organization knight appeared from around the corner.

Surprised, Ben and Gwen stepped back from Max who calmly greeted the knight, "Hi there."

In response, the knight raised the staff he was carrying and prepared to strike down Max only for him to yell, "HAH!"

WHACK!

Max then extended his rear leg and knocked the guard onto the ground.

Whumf!

The knight was sent toppling over before he regained his foot before Max then punched the knight in the face several times.

CRACK! SMACK! WHAM! PUNCH!

With both combatants being knocked around, Ben and Gwen spotted the discarded staff on the floor.

Quickly acting, both Ben and Gwen grabbed the staff together just as Max was sent tumbling onto the stone floor.

CRASH!

The Organization knight then prepared to take Max out when...

"Hey, metalhead!" Gwen yelled as Ben shouted out finishing, "You forgot this!"

Turning around, the knight noticed the staff flying towards his face as Ben and Gwen worked together to slam it into the knight's face.

CLONG!

"Urgh..." The Organization knight groaned in pain as he slowly toppled over and fell onto the ground backwards.

WHAM!

Gwen smirked and twirled the staff in the air whilst Ben brushed his hands down.

Slowly getting off the ground, Max complimented the two, "Good teamwork the pair of you."

"What can I say? I guess me and the doofus get along well." Gwen muttered to Ben who spoke agreeing, "You, can say that again dweeb."

The Tennyson trio then moved on and entered the mansion via a top door sneaking quietly inside the old building as Gwen discarded the staff onto the floor.

Back with Grey Matter in the Organization mansion...

Struggling to escape, Grey Matter was locked into place by a pair of bio locks that restrained him.

The remaining scientist in the room began operating the machine just as his coworker approached from behind.

BZZT! WHIRR! HISS!

The laser cutters began charging up and were locked into position as Grey Matter pleaded loudly, "Don't bother with the slice and dice, trust me. I'm just as grey on the inside as I am on the out!"

"Allow me to assist you then." One of the scientists replied to Grey Matter before he grabbed a fire extinguisher.

The scientist then slammed the fire extinguisher onto his co-workers head.

CLONG! WHACK!

"Urgh..." The scientist operating the device moaned before he fell onto the machine controls slumped.

Confused, Grey Matter watched as the remaining scientist took off his helmet and put on a pair of glasses revealing Howell.

"What are you doing here?!" Grey Matter yelled at Howell who explained back, "I'm getting you out of there. Now stay still."

Operating the control panel, the lasers slicked the bio locks that restrained Grey Matter's arms and legs.

HISS! SLICE!

Free from capture, Grey Matter jumped up and happily stated to Howell, "Well, thanks for saving my life."

"True, now then we should escape before..." Howell pointed out right before...

DING!

A nearby door opened up as two more Organization scientists entered the laboratory carrying glass containers as they noticed Howell rescuing Grey Matter.

"Look out! Behind you!" Grey Matter shouted out to Howell.

CRASH! SMASH!

The two scientists then dropped the glass containers as Howell began operating the machine to restrain the two scientists.

"Back off! Aliens are people too! Well, sort off..." Howell shouted before he rambled loudly.

WHIRR! HISS! CLUTCH! WHOOSH!

The laser cables from the machine activated with the scientists ended up being grabbed and restrained by the cables.

With the scientists dangling from the air, Howell moved to the table and gently grabbed Grey Matter before he walked out of the laboratory.

"Why did you kidnap me anyway Howell?" Grey Matter asked Howell who explained, "Eh, I was always intrigued by alien activity. You're the first real specimen I have found."

"Who knows, you might come across more of my kind if you're lucky enough." Grey Matter mused back to Howell.

"Possibly, then again..." Howell began before...

CLANG! WHOOSH! WHUMP!

An Organization scientist then sneaked up behind Howell and shoved him onto the ground with Grey Matter tumbling away from the two humans.

"Woah!" Grey Matter yelled as he landed on the ground and noticed Howell and the scientist begin to brawl on the laboratory floor.

Running out of the laboratory, Grey Matter ended up in a large stone hallway with a series of different doors connecting to various rooms.

Walking down the corridor, Grey Matter looked around before he muttered to himself, "Okay, exit... exit..."

SPLAT!

Grey Matter's face ended up colliding with Ben's leg.

"OW!" Ben grunted out as he held his left leg pain with Gwen and Max arriving near him.

"Ow! I just hit something." Ben complained loudly before Gwen noticed Grey Matter shouting out, "That's Stan!"

Pulling his face back from Ben's leg, Grey Matter looked up and noticed the Tennyson trio.

"Guys! You found me!" Grey Matter yelled with a mixture of joy and sadness.

Kneeling, Gwen picked up Grey Matter in her hands as the Galvan noticed everyone else towering above him.

"Got something to say?" Gwen asked Grey Matter who blurted out loudly, "Yes, I do! Gwen, I'm sorry I tried to convince you to lie and Max, I'm sorry for using the Omnitrix when I should not have in the water park..."

"We can save this reunion for the road later," Max suggested to the kids before he began walking off.

Following on after Max, Ben ran after Max as did Gwen who gripped onto Grey Matter tightly.

Sighing to himself, Grey Matter spoke to himself, "Finally, I'm safe."

The group then exited the mansion and entered a courtyard briefly.

THUNK! THUNK! THUNK!

The boots of Organization knights echoed across the courtyard before Max led Ben and Gwen past the courtyard and into another corridor.

THUNK! THUNK! THUNK!

More boots echoed inside the building as Max noticed a pair of Organization sprint past a corner, looking around, Ben spotted a pair of double wooden doors and opened them.

Creak...

Realizing what Ben had planned, Gwen and Max followed Ben into a large storage room as Max closed the oak door.

Creak... THUD! FLICK! FLASH!

Immediately after the group entered the room, the floor lit up in a bright yellow colour.

Slowly, more circular lights around the room activated revealing dozens of different alien artefacts and technology that had been gathered.

Various glass cases displayed the alien artefacts with the largest piece of technology being displayed in the middle of the room.

Among some of the artefacts on display were a bronze rustic glove, a large greenish-yellow eye probe, a statue of a humanoid figure, and a flag with a bright yellow star on it.

"Look at all this alien tech, some of this stuff looks familiar to me as Grey Matter..." Grey Matter spoke in awe and wonder with the group further exploring the storage room.

Meanwhile in Enoch's office...

THUNK! THUNK! THUNK!

In Enoch's office, An Organization knight ran into the office and kneeled stating, "Sir, our scientists were found unconscious and there has been a security breach at the northeast perimeter, the alien is gone."

Unimpressed, Enoch turned his chair around and ordered the knight, "Mobilize all troops, secure the perimeter and find me that alien!"

Nodding, the knight stood up and ran out of the room whilst Enoch glared in annoyance about how to remedy the situation and continue his plans.

Back in the storage room...

"So does Grey Matter know where this stuff is from?" Ben inquired to the Galvan in curiosity referring to the Omnitrix aliens as separate individuals.

"Well, I do recognise some of these items. I just can't place where they came from or how they ended up here." Grey Matter responded to Ben.

"I don't think that matters right now." Gwen bluntly stated interrupting the discussion.

Realizing Gwen was right, Grey Matter shouted out in shock, "She's right! These creeps don't know what these pieces of technology are or what they have got here."

"Or maybe they do," Max suggested to the group.

"Hmm... We've got to destroy everything in this room before it is misused anymore." Grey Matter finally stated beginning his plans to bring down the building.

"How exactly do we do that?" Ben asked Grey Matter who replied, "I'm working on it... There has to be something explosive here."

Rumble... BEEP! CUT...

Red lasers slowly peeled open the door to the storage room before it exploded and was blasted open.

BOOM! CRASH! THUD!

Thick dust clouded the room briefly as Enoch walked into the storage room is flanked by several knights carrying blue energy swords and electronic spears.

"Spread out and find them!" Enoch ordered his troops as the knights began spreading out into the storage room.

Behind, Enoch some knights dragged a battered Howell by the top of his suit with the large heavy footsteps thudding across the storage room.

THUNK! THUNK! THUNK!

Peering around an exhibit, Max noticed the knights searching the room as the group hid behind the largest display case.

Looking around at the artefacts, Grey Matter came up with a plan.

"Gwen, grab that pulse hyper core to your right. Max, acquire the Millenium capacitor over by the left. Ben, I need you to grab me and I'll direct you okay?" Grey Matter fully explained to the group.

"Uh, what?" Ben asked Grey Matter with Gwen and Max looking on in confusion.

Sighing heavily, Grey Matter said in annoyance, "It's not Stan talking, it's Grey Matter saying that okay? Now then could you please do what I asked?!"

Understanding the importance of the situation, Gwen handed Grey Matter over to Ben who crouched down and continued hiding near the main exhibit.

Gwen and Max then acquired the alien components that Grey Matter needed as the Galvan studied the alien device in the main exhibit.

Regrouping, Grey Matter then jumped onto the exhibit came from Ben's hands as Max and Gwen placed the alien components near the young Galvan.

THWIP! SPLAT! ZAP!

A red laser blast then zapped onto the side of the large exhibit just as Grey Matter crawled inside the main exhibit with the alien components he needed inside a small gap.

"They are over here!" An Organization knight called out as Ben yelled back, "Incoming!"

Angry, Max then charged towards the knight before he bodyslammed into the large figure.

WHOOSH! THUD! CLANG!

Raising his fist, Max slammed the stunned knight onto the ground with a large left hook.

CLANG! THWACK!

With the knight knocked out, Max quickly leaned down and grabbed hold of the bio staff and aimed it at the knights in the storage room.

BEEP... ZAP! BLAM! CRASH! BOOM! WHACK!

Max then began firing red laser beams from the knights.

With little choice, the knights then attacked back with a deadly game of cat and mouse being created.

BEEP... ZAP! BLAM! WHOOSH! THUNK! BOOM! BEEP... ZAP! KA-BOOM!

Peering out from the main exhibit, Grey Matter yelled at Gwen, "Get out of here!"

"What about you?" Gwen asked Grey Matter as Ben yelled out, "And leave you behind here?! No way man!"

Turning around, Grey Matter pointed upwards to the large figure in the display case explaining his plan, "If I can get inside the power grid, I can hook up the power core and capacitor up to it which means in laymen's terms. I'm making a bomb that will level this whole mansion for good. This where being small comes in handy."

"That's a really good idea." Gwen praised Grey Matter who said back, "I know, Now get out! I'll meet up with you three shortly outside."

"On it, Grandpa! We need to go now!" Ben shouted out to Max.

Hearing the commotion, Max nodded back as the Tennyson trio quickly retreated from the horde of Organization knights in the room.

Noticing the Tennyson trio was gone, Grey Matter got to work on the machine by crawling back in the hole with the power core and capacitor.

On the outside, Enoch's knights slowly approached the exhibit cautiously as Enoch walked near it.

Inside the machine...

Focusing carefully, Grey Matter placed the capacitor into the machine before he disconnected a sparkling live cable and hooked it up to the power core.

BEEP! SPARK! ZAP! FLICK!

On the outside, the device began to glow yellow as the energy began building up within the machine with large sparks of violent lighting shaking the ancient mansion.

"That reaction will decimate the mansion and everything in it. Everyone out, except you, Howell. You and your little alien have been nothing but trouble." Enoch shouted out in shock and disgust towards Howell.

Grabbing hold of a stunned Howell, Enoch tossed the injured man onto the ground next to the shaking machine.

WHOOSH! THUD!

"Urgh..." Howell groaned as Enoch led his knights out of the storage room just as Grey Matter slowly clambered out of the sparking exhibit and near the exit of the glass case.

"Mission accomplished! Now to..." Grey Matter declared as the Omnitrix symbol touched a yellow spark from the electrical energy the machine was giving off.

ZAP! BEEP! BEEP! BEEP!

Realizing he would change back to Stan, Grey Matter happily stated, "Oh well, at least I won't be stuck as a Galvan anymore."

CRAKA-FLASH!

A massive flash of red Omnitrix energy covered Grey Matter as the Galvan's eyes briefly flashed from a bright green frog-like colour back to a bright red pupilless colour.

Slowly, the DNA template morphed from Galvan back to Human as Grey Matter transformed back to Stan.

Due to the Omnitrix exposure being longer than normal, the change was more dramatic as Grey Matter slowly grew bigger as Stan's human features emerged.

Finally, the red eyes transformed back to Stan's bright blue eyes as he reopened them.

CRAKA-FLASH!

The red light vanished as Stan emerged from the red light still wearing his swimming costume.

"Ugh..." Stan groaned in pain as he shook his head briefly before he noticed the predicament he was in.

Moving forward, Stan felt his left hand stuck in the machine as yellow energy continued to shake the building.

ZAP! SPARK! RUMBLE!

"Oh crap! Just when I did not want you to work." Stan yelled in anger attempting to wedge out his left hand.

Groaning slightly, Howell moved up his head and noticed Stan struggling to break free from the machine.

"Huh? Where'd you come from?!" Howell asked Stan who replied, "I'll explain later, but could you please free me from this infernal situation?"

Nodding back, Howell slowly stood up from the ground and walked over to the malfunctioning machine and placed his hands on Stan's stuck arm.

"Should I do One...Two...Three or Three...Two...One?" Howell asked Stan in confusion.

Rolling his eyes, Stan yelled at him, "Really?! Just pull me out."

Shaking his head, Howell then gently pulled out Stan's as his stuck hand popped out from the machine.

POP!

Stretching out his left arm, Stan flexed his left hand quickly before he turned to Howell and thanked him for saying, "Thanks, now a friend of mine told me we should run and escape this decaying ruin."

Immediately, Stan then sprinted for the exit with his flip-flops tapping on the ground.

Not seeing any choice, Howell quickly sprinted after Stan as the mansion continued to fall apart.

CRACK! ZAP! BOOM! CRASH! SPARK! RUMBLE!

Outside the mansion, it was now night time with the thick black sky covering the night as the Tennyson trio watched the mansion fall apart on the front grassy lawn.

ZAP! SPARK! SHATTER! BLAM! WHAM!

Yellow sparks and lighting shook the mansion as the glass windows smashed open whilst bricks and rubble began falling from the ruin.

CREAK! CRASH!

Soon after Stan and Howell ran out of the mansion, the end came for it.

KA-BOOM! CRASH! WHIRRR!

The mansion began imploding in on itself with rubble and rocks falling onto the grassy verge with the rubble being pulled in on itself with a large red energy ball forming from the ruins that sucked all the rubble in until...

CRAKABOOM! THWOOSH!

The red energy ball imploded in on itself before a violent gust of wind blasted the area.

The gust of wind shook the area briefly as a large hoard of birds fled from the nearby trees before all went quite a few seconds later.

Exhausted with everything that happened to him, Stan walked over to Max and collapsed onto the grassy verge near Max as Howell then asked the others, "Did anyone see where that little alien went?"

"Nope." Ben said as Gwen added on, "Not a clue." With Stan finishing, "No idea."

Howell looked at Max who shook his head back.

Sighing sadly, Howell declared loudly, "Well I am done with anything alien. I think maybe I should call my brother…"

Feeling determined, Howell slowly walked off away from the group as Max pointed out, "Well, it's been a long day. I'll find us a place to park up for the night."

As the group prepared to walk back to the Rust Bucket, Stan sat on the grass asking, "Can, I just say something please?"

Everyone then stared at Stan as Gwen stated, "Yes, you can. I think we all know what it is."

Okay, I'm sorry I put myself in a really risky and chaotic situation. I don't what the outcome of today will be, but I've learnt my lesson that is for sure. Never use a highly advanced alien device in a buggy situation and don't break it." Stan promised to the others as he shivered slightly in the cold breeze.

"Can I find something warm to wear?" Stan asked the others who couldn't help but smile back in response.

A few mins later in the Rust Bucket...

The Rust Bucket was now driving away from the ruins of the Organization base back on the main road.

Inside the Rv, Stan sighed happily now wearing his casual outfit as he placed his swimming gear back in the clothing drawer.

Turning around Stan walked over to the side booth and stood near the side booth as Ben was leaned back on the booths with his legs over the table tired whilst Gwen was leaning against the wall.

"So how does it feel to be big again?" Ben asked Stan who calmly said, "Feels brilliant. I'm just glad that things are back to normal."

"Big? Get real shorty." Gwen taunted Stan as she grinned slightly.

Annoyed with Gwen, Stan shouted back, "Oh for crying out… Gwen! Mocking me was the whole damn reason I ended up as Grey Matter in the first place!"

"Alright kids, settle down and keep calm okay?" Max yelled at the kids from the front of the RV.

BZZTT! FLICK! SPARK!

The Omnitrix on Stan's right arm then sparked red and lashed out onto the wooden table before Stan quickly withdrew his hand in the air yelling, "Okay! I did not do anything with it!"

"We do have to get that fixed," Gwen said agreeing with Stans as Ben asked him, "How do you fix something like that though?"

"I don't know Ben. Something is telling me I won't be using it for a while." Stan pointed out to the others before he yawned feeling tired.

And the Rust Bucket continued to drive along the main road as the summer vacation continued.

Back at the ruins of the Organization mansion...

Thick black smoke rose up from the ruins of the site as an Organization limo pulled up near the wreckage of the mansion.

Inside the limo, Enoco browsed a computer monitor connected to the limo as images of Stan, Ben, Gwen and Max on the computer with profile descriptions for each of them.

"Find out all there is to know about these people," Enoch ordered his remaining goons as the limo then drove away from the ruins of the mansion...

 **Author's note: So what did you think of this revised chapter of Stan 10?**

 **Remember to read and review. :)**


	12. Chapter 12: Side Effects

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Here is the latest chapter of Stan 10.**

 **This chapter was also fun to write because of the unique idea of the main character being sick and how the cold affects the Omnitrix and the aliens.**

 **So remember to read and review!**

Italics: _Thinking._

Previously on Stan 10: The group had visited a water park in which Stan due to a mishap accidentally ended up stuck as Grey Matter.

Before Stan could revert to normal, he was abducted by an alien nerd known as Howell who dragged him back to his home where he planned to share his discovery with the world.

As the Tennyson trio attempted to search and rescue Grey Matter, A mysterious Organization appeared that Howell had contacted attempted to use Grey Matter for dark purposes.

Thankfully a combined effort of everyone working together resulted in Grey Matter becoming Stan again as the Organization base was destroyed.

The group itself is now getting closer to Mount Rushmore as the next chapter begins…

Chapter 12: 'Side Effects.'

The sun was shining down on a busy construction site in the surrounding area of New York City.

The Rust Bucket then drove past the construction site as a foreman in a crane began demolition on an old apartment building.

Inside the Rust Bucket, Stan was sat near Max in the front area of the RV whilst Gwen and Ben were in the back of the Rust Bucket.

"We're back in New York City? Huh, time sure flies when you know how to get around the country I guess. I mean it has been three days since I last used the watch and got stuck as Grey Matter." Stan spoke to Max being reminded of past events that had occurred the last time they were in New York.

"Well, it's your lucky day because today we're going to take you to the Empire State Building." Max reminded Stan.

Remembering what he wanted to always do on the holiday, Stan's face lit up in joy before he giggled happily, "Really?! Awesome! Thanks, Max!"

Pleased with Stan's joyful attitude, Max smiled and continued driving the Rust Bucket to the Empire State Building.

At the same time, back at the construction site...

KA-RUMBLE! WHACK! WHAM!

Parts of the building were demolished into rubble and debris by a large crane.

Inside the crane, the operator chuckled to himself muttering, "Getting paid to smash stuff. Ha! God, I love this job."

Activating another lever in the crane, the large wrecking ball hurled towards the apartment complex and struck the building again.

KA-CRASH! WHACK! RUMBLE!

More debris and rubble was sent crashing towards the ground as the crane operator smiled.

Rumble... Creak...

And then the crane operator noticed someone emerge from the ruins of the apartment.

Immediately, the demolition was halted as the workers spotted the homeless man.

He seemed to be an odd-looking man who had light bluish skin, a thick goatee and long messy black hair.

He seemed very dirty with him possessing thick fingernails and fanged teeth.

He wore a black hooded shirt with a beetle emblem on the front along with a pair of blue-grey trousers that were ripped along with a brown leather coat

Also, a variety of bugs such as cockroaches, flies and other bugs seemingly crawled around him.

This is Clancy, one of a rising number of metahumans across the globe.

Glaring, Clancy noticed the construction workers before he muttered darkly in a nasal voice, "Get out of our home."

The construction workers watched on as the crane operator then climbed out of the cabin and decided it would be a good idea to taunt the metahuman.

"Yeah, well I hate to break it to you pal but this building has been condemned by order of Council Woman Liang." The crane operator shouted at Clancy.

"He's right. So move it or lose it. This place is coming down whether you like it or not." The foreman agreed.

Annoyed, Clancy smirked before he raised his arms as the confused construction workers watched on.

"What is he doing?" One of the workers muttered to himself before he froze in horror.

BZZTT! WHOOSH!

Dozens of wasps and flies among other flying insects then flew out from Clancy's sleeves.

The mass horde of flying insects then dive-bombed towards the construction workers.

Chaos ensued as the construction workers began panicking and abandoned the construction site from the vast horde of bugs.

Stunned, the crane operator was caught by the horde of bugs whilst the foreman successfully managed to escape from the crane.

"ARGH! JESUS!" The crane operator screamed as he felt the wasp's and flies swarming all over him with them biting him.

BZZTT! WHOOSH!

The swarm of flying insects then floated over to Clancy who stared away from the crane operator.

"Get these things off me you freak!" The crane operator yelled at Clancy.

In response, Clancy turned around and stared at the crane operator as a cockroach slithered across his face.

SLITHER...

Freezing in horror, The crane operator realized what Clancy was as Clancy mockingly stated, "Well... if you think we're bugging you now..."

"You're a damn mutant! Those things are nothing but trouble!" The crane operator yelled back.

Ignoring, the crane operator, the flying bugs continued to cover up the cocky crane operator as Clancy turned around and watched the last of the construction workers fleeing the area.

"I believe it is time I paid Liang a visit," Clancy muttered loudly.

Walking away from the outside, Clancy vanished into the darkness of the apartment complex as the swarm of flying insects that had attacked the crane operator flew back up with him.

One hour later in downtown New York...

WHOOSH! SCREECH!

A posh red Lamborghini car screeched down the main road at 80mph as the car weaved in and off traffic.

Driving the car was a man who was wearing thick red sunglasses.

Turning around, he smirked and noticed a large amount of cash and jewels had stolen as the crook muttered, "Ohh... They will never catch me."

Little did he know that he was wrong.

Very wrong.

WHOOSH! HONK!

The Rust Bucket drove after the speeding Lamborghini as Gwen looked out the side window and shouted out, "There he is!"

"You sure?" Max asked out as Ben chuckled saying, "Oh yep."

VROOOM! WHOOSH!

A black motorcycle with thick green lines that had the Omnitrix symbol located on its side drove past the Rust Bucket at maximum speed.

"YAHHOOO! This is why Upgrade rocks!" Upgrade's voice blared from the motorbike as the Galvanic Mechamorph continued chasing after the Lamborghini.

The chase then continued as Upgrade ended up directing the motorbike on a nearby pavement.

"Sorry! Coming through! Make way!" Upgrade apologised to the people who were dodging the motorbike.

Noticing a nearby lorry, Upgrade drove the motorbike back onto the road before the bike speeded up on the ramp.

VROOM! WHOOSH! THUNK!

The motorbike ended up leaping high in the air before it landed near the back of the speeding car as the crook spotted Updrage driving after him.

Stunned, the crook increased the speed the car was travelling at before it flew through an intersection narrowly missing various cars.

SCREECH! WHOOSH!

"Oh crap!" Upgrade yelled in shock taking action.

SCREECH! THUNK! VROOOM!

Upgrade then slid the motorbike on it's left side narrowly skidding underneath a large oil tank before it emerged from the other side driving back to normal.

"Hey! You ain't getting away that easy!" Upgrade shouted to the crook.

Speeding behind the red, Upgrade's eye in the centre of the motorbike began glowing bright green.

Beep... ZAP!

A large green energy beam then zapped out from his eye and struck the back of the Lamborghini.

The motorbike then sped as in the centre, Upgrade's eye glowed bright green as a large green energy beam then zapped out from it.

KA-THUNK! WHAM!

The beam zapped the boot of the runaway car as dollar bills and cash flow out of the boot of the car and blew past Uprade's face and was dispersed onto the road.

"Some people just can't hang onto their money," Upgrade muttered in disbelief as he drove the motorbike near the right side of the car.

Grunting slightly, Upgrade manipulated the Omni energy within him to generate a glowing green spike from the side of his right wheel.

Beep... ZAP!

The motorbike then speeded past the right side of the car before it rammed the spike into the car tyre.

CHUNK! SLICE!

The force of the energy spike ripped apart the tyre as the driver lost the mobility to control the Lamborghini before it skidded into a nearby wall.

"Oh damn! I've lost control!" The driver yelled as he braced himself for the impact.

SCREECH! CRASH! THWACK!

The car was crushed into the war becoming wrecked as smoke blasted out of the wrecked engine of the car with dust and debris flying down from the area.

VROOOM! SCREECH!

Upgrade then screeched the motorbike near the stunned crook in the wrecked Lamborghini.

Noticing Upgrade, the crook freaked out yelling, "No way! I'm losing it!"

"No, you're not." Upgrade mocked the crook.

SCREECH! REEV! VROOOM!

Upgrade then caused the motorbike to reeve down heavily as the back wheel skidded onto the pavement.

Thick black smoke and dust blasted from the intake of the car before it covered the crook who coughed in response.

HONK! HONK!

Hearing the sound of police cars, Upgrade stopped revving the motorbike and drove off into the distance down a side road.

SCREECH! SPLAT! Slither...

Screeching to a halt in an empty area, Upgrade hummed slightly as the Galvanic Mechamorph morphed off the motorcycle back to a pile of goop before he morphed back to his normal humanoid self.

Smiling, Upgrade prepared to walk back to the Rust Bucket only to spot an ice cream truck parked nearby.

Freezing in hunger and excitement, Upgrade's internal vision was replaced with ice cream icons in his front eye vision.

"Oh yes! Free Ice cream!" Upgrade happily declared as he sprinted over to the ice cream truck.

Leaning down, Upgrade opened up the back shutter of the van as he discovered dozens of unsealed Ice Cream packets in the truck.

Climbing in the truck, Upgrade could hardly contain his excitement as he muttered happily, "Now we're talking!"

Turning around, Upgrade then sealed the back door and began opening up the ice cream boxes in the truck.

Upgrade then clambered in the vehicle before he shut the back shutter and began to open up the ice cream boxes in the vehicle.

Several mins later...

At the scene of the car crash, a large tow truck was hauling the wreckage away whilst some New York cops hauled the crook into a police car.

"Any last words before you're off to jail?" A police officer asked the crook.

"Look, I'm telling you that the motorcycle was driving itself!" The crook protested back.

The police officers ignored his mad statement and chuckled with one of them pointing out, "That's like that celebrity asshole Trump becoming President. None of that is happening anytime soon."

The crook was then hurled into a police car whilst the Tennyson trio watched on as Max pondered, "Where's Stan?"

Knowing how boys worked, Gwen suggested, "Hm... Long chase, hot day, I'm thinking..."

"The Digby Dairy Ice Cream truck. Figures." Ben finished Gwen's statement as he spotted the ice cream truck nearby.

Carefully walking over to the ice cream truck, Max leaned down and pulled open the back shutter.

Creak...

The back shutter slowly opened as everyone stared at Stan in shock.

Stan was surrounded by several ice cream cones such as Vanilla, Rocky Road and Chocolate along with a few packets of Ice Lollies.

Stan was shivering cold with his skin now a dull pale colour along with his face now having a thick runny nose.

Wiping his eyes, Stan's eyes were also red and sore with the blue eyes being paler instead of the bright and vibrant colour they normally were.

His dark brown glasses with also fogged up by the amount of condensation in the truck.

"You okay?" Max asked concerned about Stan's health.

Stan didn't reply as his teeth chattered before he felt his nose about to sneeze.

"ACHOOO!" Stan sneezed loudly back before he sniffed and rubbed his hands across his nose replying, "I just had to eat all that ice cream..."

"I'll uh take that as a no," Max spoke back to Stan as he leaned down and helped Stan up.

Ten mins later back at the Rust Bucket...

Inside the parked RV, Stan lied on his bed wrapped up with blankets with a hot water bottle being placed next to him.

BEEP! BEEP!

A thermometer placed in Stan's mouth beeped loudly as Max carefully took it out and observed the temperature reading.

Watching nearby, Ben kept his distance whilst Gwen fumbled around in a large medical supply box.

"Huh well, One hundred and one. Sorry, Stan, it's official. You have a summer cold." Max reluctantly informed him.

"Urgh... This sucks, stupid summer cold..." Stan sniffed brokenly back to Max.

"Maybe from now on, you'll think twice about having snack time inside the ice cream truck." Gwen reminded Stan who sniffed back, "Gwen... Shut..."

No longer talking, Stan slowly felt the urge to sneeze again.

Thinking quickly, Stan grabbed hold of a nearby blue jacket and wiped his nose on it getting rid of the mucus blocking up his nose.

"Hey! That's my new blouse." Gwen shouted in anger before Stan looked at her replying with a snotty voice, "Maybe from now on you'll think twice about leaving your clothes lying around. Sound familiar Gwen?"

"Hmph!" Gwen huffed in annoyance as she continued to look in the medical box.

"Cold tablets, Decongestant, Cold suppressant, hospital mask. Does Stan need all this stuff?" Ben asked Gwen having peered into the medical box.

"Those aren't for him. They are for me, once a bug like that spreads out there is no stopping it." Gwen responded to Ben.

Noticing the medical box, Stan asked coughing slightly, "Why don't you just get me some paracetamol or cough medicine and leave me in here?"

"Sounds tempting." Ben suggested as Gwen smiled asking Max, "Oh! Can we Grandpa? Pretty please..."

Looking at Ben and Gwen, Stan then looked at Max who calmly stated, "All Stan needs is a piece of my famous San Ju Yen Pien cold remedy."

"San Ju what? Ever heard of cough medicine, Max?" Stan wheezed to Max in confusion.

"Don't worry, this remedy will be just as useful. Let's go, Chinatown is just down the block, we should be able to get all the ingredients there." Max explained to the kids.

Opening the door, Max stepped out of the Rust Bucket as Ben and Gwen followed him.

Not seeing much choice, Stan slowly scrambled out of the bed and was the last to leave the RV as Max locked the Rust Bucket door.

Several mins later...

The group had now arrived in Chinatown as the bustling part of Manhatten was undergoing a massive celebration with a large crowd of people cheering on watching a large dragon dance.

The dragon was being controlled by a group of people underneath the figure as a parade of people followed on behind the dragon celebrating the culture of China itself.

As the parade continued, the group from the Rust Bucket exited a nearby medical store.

Holding onto a large green container, Max studied the medicine as Stan sighed feeling glum and tired due to his infection.

"You know it's so hard to find fresh potaigadon root anymore. It's all for freeze-dried nowadays." Max spoke out noticing the medicine ingredients on the box.

"Urgh... Can I just get a bottle of water or something please? My throat is aching badly." Stan asked Max as he coughed slightly.

"Don't worry, the stinkweed honey in the San Ju Yen Pien coats your entire oesophagal area," Max explained backhanding Stan the medical container.

Grabbing the container, Stan slowly looked at the container before he used his left hand to take the lid off.

POP! Hiss...

A foul smell originated from the container as Stan sniffed the medicine with his nose.

Sniff...

Eyes widening, Stan gulped in disgust before complaining loudly, "Ah crap! That reeks!"

Placing the lid back on the container, Stan handed the medicine back to Max as Ben sarcastically said to Stan, "That's a good thing? Smells like old lady pants."

Rolling his eyes, Stan sniffed again as Gwen then asked Max, "Where did you learn to make this stuff Grandpa?"

"I picked it up from a monk in Guangdong in western China." Max casually replied to Gwen.

Awkward silence occurred as the kids remained silent as Max pointed out, "They have plumbing in China too you know."

"Really? And where else did you go 'Plumbing' Finland?" Stan sarcastically sniffed to Max who surprisingly spoke back, "Actually I did once."

BZZZT!

Static then buzzed out of a microphone as the group turned around and noticed a large stage.

On the stage, a female Chinese councilwoman in her mid-30s who was wearing a blue coat, trousers and black shoes was preparing for a speech.

Unbeknownst to most people, a small group of flies, wasps and other flying insects began to gather on the stage.

Facing the large crowd, Councilwoman Liang began explaining, "Ladies and Gentlemen, I want to thank all of you for your support of my downtown redevelopment program, it's truly a dream come true."

Immediately after the councilwoman finished her speech, dozens of wasps began appearing out of nowhere.

BZZTT! WHOOSH!

The massive swarm of flying insects began surrounding the panicking crowd as the councilwoman turned her head and gasped in horror.

BZZTT! WHOOSH!

Clancy was floating above a large hive of wasps and flies like a cloud as he shouted out, "Better make that a nightmare Councilwoman Liang."

Clancy's bug-like eyes then flashed green as the swarm of wasps got bigger and began attacking the crowd.

BZZTT! WHOOSH!

Many members of the panicking crowd were pecked and stunned by the wasps with many people gaining injuries like blisters due to being stung.

"Wasps!" Gwen screamed before Ben yelled out, "I hate bugs! Run!"

Chaos ensued as the wasps then dive-bombed the crowd and began attack en mass.

Stunned, Stan ended up swatting away dozens of the bugs from his face as he struggled to activate the Omnitrix.

CRASH! WHAM! WHUMP! THUD!

The large crowd then dispersed from the area with a stampede of people fleeing the area as dozens of objects from nearby stands were also knocked over with trash and debris being sent across the area as the crowd vanished from the area.

On the stage, Clancy shouted out to Liang, "You are not tearing down our apartment building! We won't let you..."

"You're the nutjob Clancy who wouldn't leave that apartment complex!" Liang yelled back to Clancy who chuckled replying, "Nice to know we made an impression."

Clancy's eyes then flashed a bug like green colour again as he commanded the swarms of wasps to grab Liang.

BZZTT! WHOOSH!

Sure enough, a large swarm of wasps flew underneath and hurled up Ling in the air covering her lower body as she asked in confusion, "What are you doing?!"

"Just bringing you home for dinner, because you're the main course!" Clancy mockingly taunted Liang as he licked his lips hungrily.

Freezing in horror, Liang was speechless as Stan noticed Clancy preparing to abduct her.

Quickly thinking, Stan activated the Omnitrix as the exposed core popped up glowing green.

BEEP!

Coughing slightly, Stan scrolled through the silhouettes to the Wildmutt one before sniffing out, "This looks like a job for... ACHOO!"

Sneezing loudly, Stan carefully tapped down the exposed core of the watch as his metamorphosis began.

FLASH!

A bright green light covered the area before Wildmutt emerged from the light looking sickly as well once it faded.

Instead of the bright vibrant orange fur, Wildmutt normally had, his fur had devolved into a sickly lime orangish colour with his claws being dark green.

The gills he used were also clogged up with a thick white slimly mucus as slime and snot dripped out of the Vulpimancer's mouth.

"RAGHHHCHOOO!" Wildmutt sneezed loudly as the Vulpimancer shook slightly.

Shaking his head, Wildmutt felt his senses struggling to work properly with his thermal vision being messed up and not functioning correctly.

"Rrrrr..." Wildmutt groaned as he scratched his face with his green claws noticing the crap condition he was in.

" _Okay, I can still make this work. Baby steps_... _"_ Wildmutt slowly thought to himself.

"ROAR!" Wildmutt roared in response as he slowly began to walk forward.

Feeling confident, Wildmutt smiled and began running even faster.

CRASH!

"HOWL!" Wildmutt howled in pain as the Vuplimancer crashed into a wooden crate.

Slowly regaining his senses, Wildmutt shook his head and ran off again only to crash into a mailbox.

CRACK! WHAM!

The mailbox crumpled up as Wildmutt growled in annoyance, "GRRRRR..."

Slowly moving away from the mailbox, Wildmutt shook his head again before he began coughing violently.

"COUGH! COUGH! ROAARRR!" Wildmutt panted in anger before he moaned painfully, "Rrrrr..."

The Vulpimancer growled again before he charged off again causing more chaos.

CRASH! SMASH! THUD!

Watching nearby, the Tennyson trio watched as Wildmutt rampaged blindly across the square.

"What's wrong with him?" Ben asked the others in concern as Gwen worryingly stated, "Has he gone rabid?"

"Stan's cold must be affecting Wildmutt's sense of smell, with his gills clogged up he can't see anything and tell where he is going," Max said having figured out Wildmutt's erratic behaviour.

"RAGE!" Wildmutt roared angrily nearby in response.

Intrigued, Gwen muttered under her breath in awe, "The cold messing up the aliens in the watch does sound intriguing."

Determined to help Wildmutt, Ben shouted out loudly, "Okay then, I'm driving!"

Running over to Wildmutt, Ben ended up jumping in the air before he landed on Wildmutt's back.

"ROAR?!" Wildmutt howled in confusion as Max and Gwen watched on as Ben struggled to hold onto Wildmutt's back.

"I should have done that, not Ben!" Gwen complained loudly as Max yelled at her, "Come on!"

Chasing after Wildmutt, Gwen and Max ran after the Vulpimancer as Ben struggled to get his bearing on the dog alien.

Focusing closely, Ben then yelled to Wildmutt, "Go left!"

"ROAR!" Wildmutt roared in response as he turned right.

Surprised, Ben ended up nearly flying off Wildmutt as he gripped onto the Vuplimancer shouting out in annoyance, "No you're other left!"

"GRRR!" Wildmutt growled angrily before he began weaving in and out of people.

WHOOSH! THUMP! CRACK! WHAM! THUD!

During his run, Wildmutt ended up knocking over several random objects such as a broomstick along with clothing from nearby stores.

Not seeing where he was going, Wildmutt skidded around a corner and accidentally bucked Ben off as he crashed into a pile of fireworks crates.

WHOOSH! CRASH!

"ARGH!" Ben yelled in pain as he ended up being pinned against some of the crates whilst Wildmutt roared and sprinted off in another direction.

Struggling to get out, Ben didn't notice Clancy's retreating swarms of wasp knock over a Chinese lantern connected to a crate.

SNAP! HISS! WHAM! BLAST!

The Chinese lantern rope snapped and plummeted down to the ground before it ignited near a spark of flammable material.

Slowly the flames on the lantern oil leaked onto the ground and slowly spread towards the firework crates where Ben was trapped.

Smelling the flames, Ben looked upwards and noticed the flames spread as he shouted out loudly, "Oh man! Help!"

"Incoming!" Gwen yelled back to him in response.

Stunned, Ben turned his head around as he noticed Max running forward with a cart of dumplings before he slammed the wagon into the side of a nearby firework crate.

THUNK! WHOOSH! HISS! SPLOSH!

The impact caused the dumplings and the water to soar in the air before the dumpling sauce splattered all over Ben and the surrounding firework crates dousing out the flames.

Sighing in relief soaked, Ben turned to Max and thanked him, "Phew... Thanks, Grandpa."

Max smirked back at Ben replying back as Gwen walked near him, "Well, I just hope you don't mind smelling like chicken dumplings."

"You do smell bad already dweeb," Gwen remarked to Ben who muttered to her, "Not now doofus."

"ROARR?!" Wildmutt roared as he charged by the Tennyson trio with a trash can stuck on his head as the last of Clancy's insect swarm left Chinatown.

WHOOSH! CLANG! WHACK!

Wildmutt then ran into a brick wall as the trash can rumbled past the group.

"HOWL!" Wildmutt howled in pain and agony from nearby.

Quickly acting, Max grabbed hold of Ben's soggy arm and helped him out the crate wreckage before the Tennyson trio ran over to check on Wildmutt.

"Huh, that looks nasty." Max pointed out as Gwen held her face before mumbling in disgust, "Ew... That is so gross!"

Wildmutt was covered in junk and trash as the Vulpimancer finally whimpered in pain before the Omnitrix symbol on his pad began beeping red.

BEEP! BEEP! BEEP! FLASH!

A bright red light obscured Wildmutt as the Vulpimancer morphed back to a normal and smelly covered Stan.

"Urgh..." Stan groaned as he began shaking due to the bad nature of the cold before he mumbled out, "Urgh, guys I don't feel so good. ACHOO!"

Stan then sneezed again coughing out some phlegm from his mouth.

Seeing Stan was in pain, Ben and Gwen helped Stan back onto his feet whilst Max stated to the kids, "Let's go back to the Rust Bucket and regroup."

Nodding, Ben and Gwen helped Stan walk as he coughed in pain with the group leaving Chinatown behind as they walked back to the Rust Bucket.

Several mins later back inside the Rust Bucket...

Gulp...

Stan sighed happily before he finished drinking a bottle of water as his thirst was quenched.

Leaning out of his bed, Stan placed the empty bottle onto the ground as Max kneeled watching him as Ben and Gwen were sat in the side booth talking.

"Oh man, this sucks. Just when I thought things could not get any worse with the blasted cold." Stan sadly explained to Max as he sniffed his nose.

Looking at Stan, Max handed him the medical container he got from the store back in Chinatown saying, "Here, this will help."

Reluctantly, Stan grabbed hold of the medical container as his hand twisted the lid off the top.

POP! Hiss...

The horrific smell in the container emerged through Stan's nose as he coughed again in response.

"A COUGH! A COUGH... No offence Max, but this herbal remedy of yours smells really bad." A sick Stan pointed out to Max.

"Don't worry, it's not as bad as it tastes. Or is it the other way around?" Max questioned himself.

"More like the other way around. Is it okay I slept for a while now?" Stan asked Max as he rubbed his nose with his right hand.

"Sure, but I'm worried that the bug you have caught has spread to all your aliens as well. No telling how it will affect them." Max nervously replied to Stan.

"Well, it does make sense considering how long the Omnitrix has been stuck on my wrist, I guess it's just become a natural part of me," Stan suggested his theory to Max.

Interested by Stan's theory, Max rubbed his hand across his face saying, "Hmm, that does sound rather interesting."

Frowning, Stan looked at the medication before he closed his eyes.

Bringing the jug to his mouth, Stan drank the green herbal liquid as it flowed down his mouth.

Shrugging, Stan groaned at how bad the herbal liquid tasted as he complained loudly, "Urgh... That was so grim."

"Don't worry, after ten or so doses, you'll start to get used to it," Max explained to Stan who sniffed back, "I don't know what's worse, the cold or the cure."

"So got any information?" Ben asked Gwen in the side booth as Gwen replied back, "Yes, I do. Grandpa, over here please."

Nodding, Max slowly left Stan and walked over to the side booth before he asked Gwen, "What information did you get?"

"Well, based on what the councilwoman was saying back at the stage with the redevelopment and with bug-eye saying that his apartment building was being knocked down. The only apartment building downtown belongs to some guy named Clancy who lives at 8160 Chester Street." Gwen fully explained to the others.

"So Clancy just wants to stop his building from being knocked down? That doesn't sound bad at all right?" Ben asked Ben and Max.

While everyone else was talking, Stan carefully placed the medical container onto the ground and into a wooden draw near him before he yawned and placed his head on the pillow.

"I'm afraid it's not that simple Ben. If Clancy continues to attack innocent people then who knows what could happen, we should stop him and hand him into the cops or the proper authorities." Max informed Ben of the true reality of the situation.

"Okay... I guess." Ben replied back to Max who then spoke to the two kids, "I'll drive us down there, in the meantime try not to bother Stan because he is feeling really exhausted."

Ben and Gwen nodded as Max went to the driving seat of the Rust Bucket whilst Stan slowly fell asleep.

The Rust Bucket then left the parking bay and began driving to the apartment building.

Inside Clancy's apartment building...

Liang shuddered in fear as a swarm of spiders slowly crawled over her as Clancy emerged from the shadows nearby.

In the apartment building, the wood creaked and groaned with dozens of bugs crawling around the massive structure.

"Please, don't hurt me..." Liang pleaded with Clancy who cruelly taunted back, "Those are Black Widow spiders, you'd not make any sudden moves."

Confused on what Clancy wanted, Liang asked the crazed metahuman, "Why did you abduct me anyway?"

Smirking back, Clancy gestured out his arms to the various insect species that were inhabiting the building explaining, "Our grandfather built this building, we grew up here me and my little friends. They are the only ones who understand and no one is evicting us."

Liang merely remained silent in response as the Black Widow spiders continued to clamber on her.

Having explained his plan, Clancy then vanished further into the building laughing slightly.

At the same time outside Clancy's apartment complex...

The Rust Bucket pulled up outside the decaying structure as the large fence had been erected around the site with signs advising the public to keep out.

Inside the Rv, Stan yawned slightly as he slowly clambered out the bed still feeling sick.

Looking out the window, Stan noticed the building site as he sneezed loudly before sniffing out, "ACHOO! Oh is that the building site that was mentioned earlier?"

"It is, we're going in there to stop Clancy." Max boldly told the group.

"So this is where he lives? Look's pretty run down." Ben noticed observing the large building as Gwen added, "Same, nice place to visit, but I would not want to live here."

"Let's all stay together in there." Max finished the conservation as he exited the Rust Bucket.

A few mins later...

Creak...

Max opened up the front door to the decaying structure before the kids followed him in.

Inside the building, sunlight peered in through the empty holes of the apartment whilst the wind howled outside with mice being heard squeaking on the ground floor.

Slowly walking across the bottom floor of the building, Stan thought in his head, " _Okay, now this reminds me of the abandoned manor in Resident Evil."_

Entering further into the apartment, spiders were seen crawling on the wooden walls as the group ended up in a room with various newspaper clippings on bugs and other insects attached to the wall along with other paper pieces of information.

"Now this is creepy." Ben muttered noticing the paper notes as Stan sniffed out, "These notes might give us some information about the place."

Looking at the notes with Gwen, both kids noted that paper notes were diagrams of insects, but the most interesting article was an old newspaper clipping that was dated to the 1970s.

"Look at this, this is an old newspaper clipping here," Gwen noted in confusion.

"It says: "Mutants, are they among us? And can bugs survive a nuclear blast? ACHOO!" Stan sniffed out before he sneezed loudly.

"What's a mutant anyway?" Ben asked Max who briefly explained, "From what I was taught when I was younger is that they are people who look like us but have some kind of unique ability based on the genetic structure they may possess. Another term that crops up a bit seems to be metahuman as well." Max fully explained before finishing with, "We should focus, Clancy has to be here somewhere."

Looking away from the pile of newspapers, Gwen noticed an ant mound buried into the structure of the building muttering, "Something tells me we are getting close."

"Help!" Liang shouted from above loudly having heard Gwen talk.

"That came from right above us." Max informed the other as Stan replied back, "I'm on it."

BEEP!

Activating the Omnitrix, Stan scrolled from the Wildmutt silhouette to the Four Arms one before he sniffed slightly and slammed down the exposed core.

FLASH!

A bright green light covered Stan as he transformed into Four Arms as the green light faded briefly.

Once the green light faded, Four Arms emerged looking slightly different.

His bright red skin was now a pale orange colour and he was skinnier and thinner in his overall muscle mass.

"Man, I don't feel that strong today, instead I feel weaker." Four Arms muttered in pain with his voice being wheezier then normal.

"The cold must have made Four Arms slightly weaker instead of stronger," Max explained to the Tetramand.

Understanding what Max pointed out, Four Arms used his arms and grabbed hold of each member off the Tennyson trio.

Ben was on top in his upper right hand whilst Gwen and Max were on his lower hands.

Hiss...

Noticing something smelly, Four Arms questioned everyone else, "What's that smell?"

Looking down at his armpits, Gwen noticed that the Tetramand's armpits had formed into smell green pustules.

Sniff... Bzzt...

Flies swarmed near Four Arms as he then smelled his armpits in disgust groaning, "URGH..."

Holding his nose with Ben and Gwen following on, Max quickly explained, "It's your hives. The cold must have turned them into pus-filled pockets off..."

"Pure putridness." Gwen finished Max's statement.

"Oh my god... Can things get any worse because of my cold?! And I can't help it because I'm sick." Four Arms moaned unhappily as Ben added, "You're telling me."

Coughing loudly, Four Arms slowly regained his senses before jumped upwards grunting loudly, "HMPH!"

WHOOSH! CRASH!

The force of the impact sent wood planks clattering below and flying in the air as Four Arms landed on the wooden floor above.

The Tetramand then gently placed the Tennyson trio near him on the wooden structure just as the group spotted Councilwoman Ling covered in spiders.

"Stop, Black Widow spiders..." Liang called out to the group as Gwen shouted back, "There has got to be some way to help her."

"Any ideas?" Ben suggested to everyone as Four Arms spoke back, "Hmm... Maybe if..."

No longer speaking, Four Arms felt his nose twitching as he felt a powerful sneeze building up.

Unable to hold it in, the Tetramand leaned back and sneezed loudly, "ACCCHHOOOO!"

A massive green pile of phlegm sneezed out from Four Arm's mouth loudly as his sneeze echoed throughout the apartment building.

WHOOSH! SPLAT!

Liang ended up covered in mucus and phlegm which caused the Black Widow spiders crawling on her to be blasted off by the amount of fluid that been generated from Four Arms mouth.

Coughing again, Four Arms noticed Liang covered in his snot before Ben remarked in disgust, "Urgh... That is so gross."

"Oops, Sorry I have a nasty cold." Four Arms apologised to Liang in embarrassment.

"Thanks... I guess." Liang replied to Four Arms who said back, "Don't mention it."

Max slowly helped Liang to her feet as Clancy then emerged from the shadows again.

Clambering up onto the rafters like a primitive animal, Clancy hissed loudly to the group, "You are trespassing!"

"That's Clancy!" Liang yelled out loudly as Four Arms shouted back, "Don't worry, I've got this!"

Glaring down at Clancy, Four Arms noticed his eyes flashing green.

BZZTT! WHOOSH!

Instantly, a large horde of cockroaches merged together into a massive swarm that towered over the Tetramand.

Raising his fists, Four Arms attempted to ram to the swarm of cockroaches only for the swarm to form a giant first and slammed Four Arms with it.

KA-WHAM! SCREECH! THUD!

Due to the cold affecting his strength and making him weaker, Four Arms ended up being hit by the swarm as the Tetramand slid across the floor dazed.

Taking his opportunity, Clancy leapt above the rafters near Max declaring darkly, "We will rule mankind."

The hoard of the cockroach's then surrounded Max as Ben and Gwen panicked with Ben yelling, "Grandpa! Watch out!"

Max narrowly dodged the hoard with the giant fist slamming the wooden floor.

CRACK! SNAP! WHOOSH!

More wooden debris plunged down into the building with Max separated from the kids.

BZZTT! WHOOSH!

Moving his hands, Clancy commanded a large hoard of termites that formed near Gwen.

"Oh god, Termites! ARGH!" Gwen screamed loudly as the termites devoured the wooden floor beneath her.

CRASH! SNAP! WHOOSH!

Gwen was sent tumbling down before Ben and Liang narrowly grabbed her.

Carefully dragging Gwen up onto the wooden floor, she thanked Ben for saying, "Thanks!"

"You're welcome." Ben casually replied to Gwen.

Meanwhile, Four Arms had slowly recovered and stood up before he taunted Clancy, "You want to be king? Then get ready to be crowned with a world of pain!

Charging towards Clancy, Four Arms attempted to grab hold of him only for Clancy's eyes to flash green again.

BZZTT! WHOOSH!

This time a significant swarm of ants surrounded the Tetramand who looked down and mockingly shouted to Clancy, "Nice try, but I'll just crush them!"

Preparing to crush the ants with his feet, Four Arms felt the ants crawling up his legs onto his main body.

"ARGH! Ants in my pants!" Four Arms yelled in shock as he clutched his legs with his hands trying to rub the pants off his legs.

Struggling to control his cold, Four Arms ended up hopping around the apartment building scratching his legs.

THUD! THUD! THUD!

Four Arms continued to scratch his body shouting out loudly in pain before he crashed into a nearby wall.

THUD! CRASH! WHAM!

Max narrowly dodged the giant Tetramand before he smashed into a nearby support beam.

THUD! RUMBLE... CRASH! WHAM!

The apartment building began to shake and fall apart with wooden debris and rubble raining down as Clancy loudly yelled protesting, "Stop! You're destroying our home!"

Ignoring Clancy, Four Arms continued to hop around the room before he ended up slamming into another support beam for the apartment complex.

CRASH! RUMBLE… THWACK!

Immediately after the collision, the building began to shake violently as Clancy hissed out in a rage with wooden support beams and debris raining down from the site.

"NOOOOO!" Clancy hissed out in anger and rage just as his eyes flashed green.

BZZTT! WHOOSH!

A large number of wasps surrounded Clancy before he vanished into the apartment building.

THUD! THUD! THUD! RUMBLE! CRASH! SNAP!

Continuing to jump around the apartment building, Four Arms didn't notice the remaining group reacting in horror as Ben yelled out, "Oh man! This is bad!"

"The whole place is coming down!" Gwen shouted out agreeing with Ben as Liang screamed, "We have to get out of here!"

"There's no time!" Max yelled loudly to everyone as the apartment building finally collapsed.

RUMBLE! SNAP! CRASH! BLAM! WHOOSH! KRACKABOOM!

On the outside, the massive building slowly imploded in on itself as the sound of wood cracking, debris and rubble rumbled downwards as a large and significant cloud of smoke and dust decimated the area.

Rubble and bricks spilt out onto the nearby street and construction site sweeping away items in the debris field until all went silent with dead bugs littering the field of rubble all over the site as the massive dust cloud slowly cleared from the area.

THWACK! WHAM!

A large stone slab was then pushed up by Four Arms with the other people crowded under him.

"Urgh..." Four Arms groaned as the Tetramand tossed the stone slab to the side.

KA-CRASH!

Having used the last of his strength, Four Arms groaned and collapsed back onto the pile of rubble.

THUD! WHAM!

The ground shook briefly as Four Arms sighed in relief before the Omnitrix symbol on his shoulder began beeping red.

BEEP! BEEP! BEEP! FLASH!

A large red light blinded the area as the sick Tetramand morphed back to a smaller human being.

"Urgh..." Stan groaned as he looked upwards and noticed the group huddled together before remarking, "It's a good thing I can't feel my head."

RUMBLE... WHOOSH! WHAM!

The nearby rubble shook slightly before Clancy emerged from the rubble looking dusty and slightly injured.

Regaining his bearings, Clancy looked around him and discovered that the ruined building near him was littered with dead decaying insects and rubbles.

"No, No, NO!" Clancy shouted out brokenly as he grabbed hold off some dead bugs in his hands and began shaking violently.

Enraged, Clancy glared at the group as he finally snapped with the loss of his home being too much for him.

Detriemed to plunge New York City into chaos, Clancy shouted out loudly, "You scum will all be sorry for this. We will exterminate the entire city!"

BZZTT! WHOOSH!

Holding out his arms upwards, a gigantic swarm of wasps appeared blacking out the sky briefly.

The massive buzzing swarm of wasps surrounded Clancy before they carried the metahuman off into the distance.

Things became quiet again whilst Stan began checking his body for any odd sickness symptoms as Liang muttered loudly, "This has been a really weird day."

"Welcome to our world." Gwen said agreeing with Liang as Stan sniffed out nearby, "At least my disgusting hives are gone."

Looking around in confusion, Liang asked everyone, "Where did that smelly four armed guys go? I wanted to thank him."

"I'll thank him for his efforts." Stan quickly blurted back to Liang.

"Can you find your way back home?" Max asked Liang who replied, "Yes, I can and thank you for all the help today. Wish me luck for getting the new properties built!"

Smiling, Liang walked off away from the group and the ruined building site.

"So where did you think bug brain crawled off to?" Ben asked the others.

"Yeah... he said he wanted to wipe out the city. ACHOO!" Stan sniffed before he sneezed finishing his statement.

Looking around, Max spotted a nearby nuclear power plant on a large hill in the distance.

"There is only one way to exterminate a whole city," Max mumbled under his breath.

Several minutes later...

The Rust Bucket had now left New York and was driving on a mountainside road as the large RV rumbled along.

Inside the Rust Bucket, Stan shivered in the front seat of the car sat next to Max.

In the side booth, Ben was flicking through a Green Lantern comic book in boredom whilst Gwen continued to research information on her laptop.

"Can you please turn on the heat Max? It's freezing in here." A freezing Stan sniffed to Max.

Turning his head to Stan, Max said back before asking Gwen, It's already on Stan. But you're shaking like an earthquake, Gwen gets him another dose of my San Ju Yen Pien."

Freezing in shock, Stan coughed again before he stated fakely to Max, "No! I mean I just finished it off, it's all gone. I'm sure it's going to start working any minute now."

Satisfied with Stan's condition, Max focused on driving the Rust Bucket as Stan sighed in relief.

In the side booth, Gwen's face lit up with excitement as she explained to Ben reading the article, "Wow! Listen to this. Ants can lift ten times their own body weight, grasshoppers can leap one hundred times their length and cockroaches can hold their own breath for one hour."

Placing the Green Lantern comic to the side on the table, Ben rolled his eyes before replying, "We don't need their resumes, we need to know how to squash them."

"Duh, I'm saying that insects are pretty tough little suckers, short of another ice age or a tanker filled with pesticides, looks like holding a bug barbeque is our best option," Gwen suggested to the others about how to deal with Clancy.

"And I know just the chief to see the meal done," Stan replied to Gwen confidently.

"Okay, we're here," Max informed the kids.

Looking out the front window, Stan noticed a massive power planet emerge in the distance as he spotted dozens of waps flying above the power plant.

Several mins later inside the powerplant...

The powerplant was quiet and empty as the group walked down a corridor.

Still shivering, Stan felt his nose sneezing again before he sneezed loudly, "ACHOO!"

BEEP! BEEP! BEEP!

A red alarm then activated as it blared throughout the power plant.

The corridor became illuminated with red light as Stan coughed slightly before Ben asked in confusion, "Uh, what's happening? Is that bad?"

"No, I'm sure anytime an alarm goes off inside a nuclear plant, it's good news." Gwen sarcastically replied to Ben.

"You haven't seen any disaster movie ever with a nuclear plant Ben?" Stan asked Ben just as a computer voice blared, "Core temperature rising, approaching critical."

"And that's another cliché, automated voices when things go very badly." Stan finished as he sniffed his nose in response.

Realizing what Clancy was doing, Max told the others, "He must be fooling around with the reactor's controls, let's go."

The group then ran down the corridor and entered the thick seated glass control room with smoke and gas seeping from the room.

SPARK! FLICK! HISS...

Inside the control room, the controls for the plant were all damaged and broken with sparks lashing violently as the nuclear core for the plant slowly glowed bright red like a bomb.

"Is he trying to make a nuclear bomb?" Stan sniffed out in fear at Clancy's plan.

"Core temperature critical, nuclear meltdown imminent." The computer voice blared out as Max examined the damaged controls for the plant.

"All the controls have been smashed apart. We'll have to shut it down manually." Max told the kids having analyzed the control system.

"And how do we do that?" Ben asked Max who explained pointing at the nuclear core, "Just outside the reactor core, there's an emergency override system."

"Let me guess, you learned about nuclear reactors from a monk in China," Gwen suggested to Max.

Before Stan could reply, the sound of insects buzzing and thick footsteps was heard behind them in the corridor.

Bzzz... Tap... Tap...

A grinning Clancy emerged from the corridor before mockingly saying to the group, "Came for a front-row seat?"

Glaring at Clancy, Stan boasted to him sniffing, "This plan of yours? If this plant goes nuclear, you'll end up being vaporized into atomic particles."

BEEP!

The Omnitrix beeped and finished recharging as Clancy chuckled before replying to Stan, "We don't think so."

Holding out his arms, dozens of cockroaches covered his hands along with his lower body.

Next, Clancy's upper area and head were encased by the cockroaches as Clancy was now covered in hundreds of them.

BZZTT! SQUELCH!

Clancy then grew in size towards the roof of the control room remarking, "When the reactor goes critical, we'll be snug as a bug.

Reminded of what she had researched prior, Gwen yelled out, "Of course! Scientists think that cockroaches are the only things to survive the blast."

"So the guy is going to wear a bug suit to protect himself from the meltdown?" Ben muttered before he realized what Clancy was up to.

"Not for long though, because of my cold, Heatblast's flames should be even hotter than they normally are." Stan bluntly declared to the group.

Moving forward, Clancy watched with intrigue as Stan activated the recharged Omnitrix.

BEEP!

The Omnitrix core popped up as Stan scrolled through the silhouette's before he tapped down the core gently.

As his transformation began, instead of getting warmer as he normally did, he felt himself getting colder and colder...

FLASH!

A large bright green light covered the room briefly before it quickly faded away revealing Heatblast who clutched his arms tightly.

However, Heatblast was now different because of the cold.

In place of the bright warm orange glow Heatblast normally displayed, he was now an ice blue colour.

Studying his new look, Heatblast noticed his flame outline glowing a light blue before Gwen remarked, "Wait, something seems weird about you."

"Yeah, he's icy blue instead of orange." Ben pointed out as Heatblast replied with his voice being thicker, "Blue? Must be the hotter flames instead of the normal ones. Anyway, you guys go and disable the reactor, I'll halt bug boy here."

Nodding, the Tennyson trio exited the control room as Heatblast observed Clancy before muttering, "Alright, time to see how hot I am!"

Sprinting towards Clancy, Heatblast thrust out his fists into a series of jabs and crosses.

However, when Heatblast ended up punching him, the hot fists shattered into cold punches.

THUNK! SMASH! THUD!

Realizing his heat powers were broken, Heatblast exclaimed in shock, "Cold?! Oh crap. It froze my flames!"

Seeing an opportunity, Clancy raised his large fist and struck Heatblast with a large punch.

WHAM! THWACK!

"Ooof!" Heatblast grunted out in pain as he landed against the control panel.

Dazed, Heatblast shook his head and noticed Clancy stomping forward to him with insects flying around him.

Glaring back Heatblast stood upright from the control panel and thrust both of his hands forward.

Blam... FIZZ!

However, no flames emerged from his hands as Heatblast mumbled in disbelief, "Okay, I just need to figure out my new ice powers, it can't be too hard. ACHOO!"

Caught off guard by the sneeze as a breath of ice blasted out of his mouth, Heatblast recovered and watched as Clancy stomped closer.

Noticing the Tennyson trio sprint down the corridor, Clancy turned around and commanded a hoard of hornets to chase after them.

BZZTT! WHOOSH!

Clancy then stared back at Heatblast who raised his right hand upwards pleading, "Oh come on, this has to work right?"

"You can't escape us..." Clancy mocked the Pyronite back in response only for a blue ice beam to launch out of Heatblast's right hand.

FREEZE! CRACK!

"Urgh!" Clancy grunted in shock as he noticed thick ice encasing his right arm with some of the bugs frozen.

Surprised, Heatblast smirked before he informed Clancy, "So... Since Heatblast does not apply here... You can call me Freezeblast!"

Annoyed with Freezeblast, Clancy ripped the ice covering off his arm in response.

CRASH! WHAM!

As the two continued to fight, Max led Ben and Gwen down the maintenance corridor to the main reactor.

BZZTT! WHOOSH!

The group then heard the sound of the hornets chasing them as Max remarked, "Uh oh. Remember the old expression, mean as a hornet?"

"Yep, Hornets are even worse than wasps," Ben responded to Max as the computer voice blared out, "Meltdown in T-minus five minutes."

Looking around, Gwen smirked when she saw a water house in the maintenance corridor near the entrance to the reactor.

"Ben, give me a hand with this!" Gwen yelled to Ben as she began untangling the water hose.

Ben and Max skidded to a halt and ran over to assist Gwen.

Ben began helping Gwen in untangling the water hose that was connected to the wall whilst Max moved to a nearby valve and began turning it.

Creak... Rumble...

Pressure flew from the valve and towards the water hose as Ben held the back of the whilst Gwen gripped onto the front.

"Just like Sparksville!" Ben reminded Gwen who smirked back and activated the water hose.

FLUSH!

The water hose sprayed out a massive amount of water that sprayed all over the swarm of hornets.

One by one each hornet then fell to the ground in a pile of water drowning from the blast as a massive debris field of dead hornets littered the corridor.

Creak...

As Gwen turned off the hose with Ben dropping it, Max complimented the two saying, "Good work kids, the reactor core is just through this door."

Whilst the Tennyson trio entered the main reactor hall, Freezeblast was currently being dangled upside down by Clancy.

Hurling his giant arm, Clancy hurled Freezeblast against the glass panel.

WHOOSH! THUD! CRASH!

Grunting slightly, Freezeblast stood upwards before sarcastically asking Clancy, "Ever heard of chilling out?"

"We don't care for your stupid puns!" Clancy yelled back in response as Freezeblast chuckled saying back, "I know."

FREEZE! CRACK!

Freeze blast then fired another ice beam from his left hand that slammed into Clancy's chest.

Thick ice covered the bug metahuman with more bugs flying off his chest.

"I wish I had an ice alien like this." Freeze blast mused to himself as Clancy shattered the ice from his chest.

Annoyed with the frozen Pyronite, Clancy ran towards him and smashed Freezeblast onto the ground.

CRASH! THUMP! WHACK!

In the core room below the control booth, Max led Ben and Gwen into the room before Max spotted a nearby control panel connected to a wall.

"Core temperature critical, the meltdown in one minute." The computer voice informed others.

SMASH! WHOOSH! THUD! WHAM!

The glass window on the control booth then shattered as Freezeblast and Clancy ended up tumbling out of the control booth.

At the same time, Max was attempting to deactivate the control core of the reactor via the panel whilst Ben and Gwen were using sweeping brushes on either side of each other to repel back swarms of bugs attempting to ensnare them.

SWEEP! BRUSH!

Both Ben and Gwen were sweating tiredly as Gwen yelled to Max, "Grandpa! We can't hold these off for much longer!"

"Thirty seconds remain." The computer voice blared out as Max yelled to Gwen, "I'm nearly done!"

FREEZE! CRACK!

A massive ice beam then froze the gigantic horde of bugs.

Looking up everyone noticed Freezeblast sliding down the ice beam he had made onto the floor near the core.

WHOOSH! THUD!

Slowly regaining his balance, Freezeblast noticed the Tennyson trio just as Clancy impacted the floor at the same time.

No longer needing the brooms, Ben and Gwen discarded them and ran over to the frozen Pyrnoite whilst Max continued working on the control panel.

"Somebody call for an alien?" Freeze blast happily greeted Ben and Gwen.

"I don't get it. Since when are you an automatic ice cube maker?" Ben asked Freezeblast confused.

"The cold is causing Heatblast to use ice powers, I've dubbed this version Freezeblast in response." The frozen Pyrnoite responded to Ben.

"Freezeblast? I guess for some aliens, getting a cold is just not an expression." Gwen chuckled slightly liking Freezeblast.

"I can't override the system, all the controls have overheated!" Max then yelled nearby interrupting the conservation.

Looking around Clancy then stood upright and charged towards Freezeblast.

THUD! THUD! THUD!

Realizing Clancy was back up, Freezeblast placed his hands together as he ignited his fiery blue aura around him.

WHOOSH!

The aura around Freezeblast grew in size slightly as the frozen Pyronite began charging up a massive ball of frozen blue energy.

"Stan! Look out!" Max warned Freezeblast who smirked before turning around and yelling out, "HA!"

A massive ball of blue fire mixed with ice was hurtled out of Freezeblast's hands as the projectile hurtled towards Clancy.

THWOOSH! FREEZE! CRACK! WHAM! BLAST!

The building shook slightly with a large blue flash of ice covering the room as everyone covered their eyes.

As the blue light faded away, Clancy was frozen in a massive block of ice that had formed around him and had spread onto the nearby floor.

BEEP! WHIRRR!

The reactor core then began entering the final stages of meltdown as Freezeblast looked at the core.

"Meltdown in T-minus ten seconds." The computer voice blared out as Freezeblast shouted out, "Stand back guys, I'll cool the reactor down with my ice beams."

Focusing his hands together, Freezeblast grunted slightly as two massive ice beams shot out from his hands.

FREEZE! CRACK! HISS!

The near sweltering reactor core was colled down as the effect of the ice beams caused thick hot steam to rise in the room with the ice slowly encasing the large core with the countdown increasing.

Everyone watched on hoping that the countdown would end as the nuclear core finally became encased ice with a massive amount of steam covering the room.

"Huh..." Freeze blast sighed in exhaustion before he kneeled onto the floor.

"Five... Four... Three... Two... Core temperature falling. Energy levels returning to below critical limits." The computer voice blared out as the nuclear core reactor returned to normal.

"Alright!" Gwen cheered happily as Ben yelled out, "That was awesome!" with Max shouting out last, "Way to go Stan!"

Turning his head, Freezeblast replied before sneezing, "Thanks, now can we please get some hot chocolate or something? ACHOO!"

Max nodded back as Freezeblast slowly stood up before the Omnitrix symbol on his chest began beeping red.

BEEP! BEEP! BEEP!

Sure enough, a large red light blinded the area briefly as Freezeblast transformed back to Stan.

FLASH!

As the red light faded, Stan emerged from the red light looking normal instead of the sickly pale colour he was before.

Looking over himself, Stan briefly remarked, "Huh, I feel slightly better."

The group then left the nuclear power core behind not noticing the ice that was holding Clancy starting to crack.

Crack...

Several minutes later...

The Rust Bucket was now leaving the empty nuclear plant behind as it rumbled on the mountainside road.

Inside the RV, Ben was sat in the front seat near Max whilst a now healthy Stan was sitting down on the side booth looking out the window as he sighed in relief as Gwen peaked in the fridge looking for a drink of milk.

"Bad guy's on ice. The reactor has been chilled back to normal, and I think that steam from the machine took out the last of my cold and I'm back to normal." Stan happily muttered loudly.

"Don't you just love it when everything works out?" Max inquired to Stan who said back, "Yeah, I have to admit that Chinese medication did help me out, so thanks for that Max."

Max smiled back as Gwen near the fridge spotted a cockroach scurry underneath her.

Fed up with insects and bugs thanks to Clancy, Gwen grabbed a towel and mocked the bug, "Sorry, Mr Roach. This is going to hurt you a lot more then it will be."

BZZTT!

However, more cockroaches then crawled from underneath the fridge and out from the walls as Gwen turned around panicking.

Freezing in shock, Stan also noticed the swarms of cockroaches appearing whilst Ben screamed from the front yelling, "Ah! Lots and lots of company!"

SCREECH! WHUMP!

Max then stopped the Rust Bucket on the empty mountainside road as dozens of roaches swarmed on the front window with the bugs swarming all over the interior of the vehicle.

Flick! Creak...

The side door of the Rust Bucket then opened as Clancy emerged wearing the bug armour from before.

BZZTT!

The bug armour peeled back open as Clancy's face emerged back as Ben narrowly scrambled by him.

Turning around, Clancy glared at the kids muttering darkly, "We didn't appreciate that cold shoulder you gave us back at the power plant."

Enraged by Clancy threating the kids, Max leapt of the driving seat before shouting at Clancy, "Stay away from the kid's!"

Max then attempted to punch Clancy only for the bug metahuman to turn around and grab Max.

WHOOSH! THUD!

Clancy then threw Max against the front window of the Rust Bucket.

"URGH!" Max groaned in pain as Clancy smirked and prepared to attack him again.

With the kids, Gwen grabbed hold of a fire extinguisher whilst Ben grabbed a nearby comic book and crumpled it up.

PHWOOSH! WHACK! THWACK! PHWOOSH!

As Ben and Gwen crushed the cockroach swarm, Stan attempted to get the Omnitrix to work.

BEEP...

The Omnitrix was still recharging as Ben asked Stan, "I thought you turned Mr Bug into a snow cone."

"Same here." Stan replied to Ben still attempting to get the Omnitrix to work as Gwen suggested, "He must have thawed out because of the warm temperatures in the power plant."

Giving up on getting the Omnitrix to work, Stan informed Ben and Gwen, "Bad news, the watch is still in recharge mode, we're on our own to deal with this."

"Any ideas on how to get rid of him?" Ben asked Stan and Gwen who replied, "Not unless you got a six-foot candy bar to tempt him with."

Realizing what Gwen suggested, Stan smiled and shouted out, "Eureka! I've got the next best thing for that."

Quickly running to the back of the RV, Stan began looking around for the San Ju Yen Pien medication that Max had given him earlier.

WHOOSH! FLICK! WHAM!

Fumbling around in the drawers, Stan found the medication and grinned confidently before he ran to the front of the Rust Bucket.

"GAH!" Max grunted in pain as his large fist choaked Max's neck.

Ben and Gwen were also covered in bugs being unable to escape as they leaned on the floor trapped.

Moving closer to Max's face, Clancy mockingly stated to him, "We'll grant you some last words."

"Hey, bug-brain! Come and get this!" Stan yelled back to him.

Confused, Clancy turned his head around and noticed Stan standing on the couch and holding the San Ju Yen Pien medication above his head.

Hiss... Bzzt...

The horrific smell emerging from the medication caused the bugs to be attracted to the jar.

BZZTT! WHOOSH! SQUELCH!

One by one all of the bugs fled off all the surfaces within the Rust Bucket including Clancy who reverted to his normal human form.

"What's happening?! STOP!" Clancy yelled in fear as he dropped Max onto the ground as Stan grinned before yelling at Clancy, "Fetch!"

Stan then hurled the medication out of an open window.

WHOOSH! BZZTT!

The bugs flew out the window and chased the medication as the jar flew over the side of the road before it plunged into a thick gorge in a river as the bugs dived after it.

WHOOSH! SPLASH!

The jar impacted the water and slowly sank into the river.

BZZTT! SPLOSH!

Then the swarms of insects and bugs all dived into the water before they all drowned as the water slowly turned a murky green colour.

Inside the Rust Bucket...

A shocked Clancy watched on frozen as Max slowly stepped up behind him whilst Ben and Gwen slowly got up off the floor whilst Stan mockingly grinned at him.

Chuckling nervously at everyone in the RV, Clancy turned to Max who clutched his fist saying, "So no hard feelings right?"

THWACK! WHOOSH!

Clancy was sent flying in the air out the door of the Rust Bucket before he was slammed against the side of the road barrier.

"Urgh..." Clancy groaned in pain before he fell unconscious as everyone in the Rust Bucket watched him knocked out.

"Good, that guy was starting to bug me." Gwen ranted out in anger as Ben groaned muttering back, "Can we stop mentioning puns with a bug in them?"

Agreeing with Ben, Stan pointed out, "Yeah, it is getting very annoying now."

"Tch, I'm calling the police. I'll be right back." Max informed the kids before he walked off.

Immediately after Max walked off, Gwen slowly closed her eyes before she ended up sneezing at the same time as Ben.

"ACHOO!" Ben and Gwen sneezed at the same time as Stan stepped back hoping not to get sick again.

"Oh, no." Gwen sniffed out as Ben muttered his catchphrase, "Oh man."

Grinning slightly, Stan joked asking them, "Well what do you know? You guys got sick now..."

Turning to the side, Stan continued with, "Hey Max? We got any more of that San Ju Yen Pien medication?"

"Yeah, we do. What happened?" Max asked Stan who explained, "Ben and Gwen are sick."

Sighing in annoyance having to deal with two sick kids Max spoke to Stan, "Oh that's just great. I guess we'll have to find another town and get some more supplies. But the cops are on their way to pick up Clancy here."

Slowly Stan and Max made their way to the front of the Rust Bucket whilst Ben and Gwen walked to the back and continued to sneeze and cough loudly.

Sitting down in the front seat, Stan asked Max, "So, where to next?"

"Well, we should be heading to Dallas in the next few days. Mount Rushmore is in the local area." Max informed Stan of their plans.

"Eh, I wouldn't mind visiting, besides it's not like anything major is going to crop up and beat me, I've gotten good with the Omnitrix." Stan happily boasted feeling confident he could handle any situation that cropped up.

Nodding back, Max drove the Rust Bucket away from Clancy as several New York police cars showed up on the scene as he was arrested.

Feeling he could help Ben and Gwen, Stan left the front seat and walked to the side booth to assist them as the Rust Bucket finally began approaching Mount Rushmore.

 **Author's note: Up next, the moment you've been waiting for.**

 **Stan vs Vilgax.**

 **The revised chapter edition!**


	13. Chapter 13: Secrets

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: It's finally here.**

 **The finale of Part 1, Vilgax will finally confront Stan Hopkins in an epic and destructive conflict that will have ramifications for everyone...**

 **Hi everybody!**

 **Welcome to the final rewritten chapter of Stan 10, Part 1!**

 **It's been an epic ride and I hope you enjoy the longest rewritten chapter of the entire story yet!**

 **A lot of hard work and creativity went into this, Remeber to reading, Review and Favourite!**

Italics: _Thinking._

Previously on Stan 10: On a return trip to New York, Stan ended up acquiring a cold accident that affected his various alien abilities.

Whilst dealing with this cold, the group encountered a new mutant known as Clancy who had the power to control bugs and was seeking to wreak havoc in New York.

The group then defeated Clancy and moved on. However... the biggest...

 _What..._

...

 _Is... happening?..._

Chapter 13: 'Secrets.'

It was a peaceful night as Stan Hopkins slept in his bed in the Rust Bucket as it continued onwards to Mount Rushmore.

Having recovered from the cold infection he had a few days ago, the young human was snoring happily as his mind dreamed of various positive events he had experienced.

However, his expression then changed to that of worry and shock as he began tossing and turning in his bed.

In Stan's dream world...

"Ahh..." Stan hummed to himself in happiness as he finished setting up a sunbed on the sandy beach he was on.

Looking around Stan took in on the glorious sunny weather on the tropical island he was on.

Humming to himself, Stan wore his causal swimming clothing with a pair of sunglasses covering his face as the Omnitrix glowed bright green on his right arm.

Sitting down on the sunbed, Stan happily murmured, "Ah another glorious day in paradise."

Reaching over to a nearby table, Stan activated the radio.

Flick!

The radio then began playing one of Stan's favourite songs, 'Always know where you are.'

Smirking, Stan relaxed on the sunbed as the sun shined brightly over him as Stan happily asked, "Could things get any nicer here?"

Howl... WHOOSH! SPLASH!

Immediately after Stan said that it began to rain heavily with the wind level increasing.

Sighing in annoyance, Stan steeped off the sunbed and attempted to find some cover from the storm.

WHOOSH! THWACK! HOWL!

The sunbed, table and radio were then blown off into the distance as the wind level increased.

Moving across the beach to the nearby jungle, Stan muttered in annoyance, "Great! I just wish I had…"

"Terran... Give me the Omnitrix..." A thick booming gravelly voice interrupted Stan that echoed across the island.

Freezing in shock, Stan turned around and dropped his sunglasses onto the sandy floor as large thick footsteps echoed from the ocean.

THUD! THUD! THUD!

"Who's there?!" Stan yelled back in confusion and worry.

There was silence until the voice replied saying, "You know who I am."

Realizing who was coming, Stan froze in terror before whimpering loudly, "No... Not him..."

KA-SPLOSH! WHOOSH!

The ocean waters receded as a giant figure then jumped out of the ocean and landed onto the beach with a dust cloud covering the figure.

WHAM! CRACK!

Shaking in fear, Stan watched as Vilgax emerged from the dust cloud that had gathered around.

THUD! THUD! THUD!

Vilgax stomped forward as his hateful red eyes glared at Stan's innocent blue eyes.

Vilgax had changed since the accident.

He was now twice the size as he was before.

Huge thick green squid-like arms now stretched out being covered with cybernetic enhancements with his feet being encased in huge red biomechanical armour which also covered his shoulder blades with red spikes on them and his upper torso area with his front tentacles being even longer somehow.

The scariest part about his augmentation was that he wore a breathing apparatus around his neck to keep him breathing properly as the thick mask covered his mouth muffling his voice as his thick red eyes seemed even more terrifying as the shadows covered himself up to Stan's point of view.

"As I said before, you can't run or hide from me, I will find you and acquire my Omnitrix when I pry it from your cold Terran hands!" Vilgax taunted Stan.

"I don't think so! I'm going to use the Four Arms!" Stan yelled back defiantly slowly regaining his confidence.

Quickly placing his left hand on the Omnitrix, Stan attempted to activate the alien device.

BEEP! CRACK! FLASH!

Confused, Stan looked to his right arm and saw that the Omnitrix was now a dark red colour as it sparked violently with red energy lashing off the alien device.

Stunned, Stan gulped and turned around only for Vilgax's giant face to be staring right in his eyes.

"ARGHHH!" Stan screamed as he tripped over on his back as the dreamscape changed to that of Vilgax's domain from the Rojo incident.

WHOOSH! Whumf!

"Hmmm..." Vilgax chuckled darkly in amusement as Stan scrambled back on the ground yelling loudly, "STAY AWAY FROM ME!"

Leaning down to Stan, Vilgax pointed out, "Remember. I'm coming for you."

Vilgax then opened his mouth and swallowed him whole.

Immediately, Stan woke up.

"HUH!" Stan gasped in shock and panic as he awoke back in his bed.

Taking in his familiar surroundings, Ben and Gwen walked over to Stan and noticed him shaking in fear.

"Whoa! What happened to you?" Ben asked Stan in concern.

Turning his head to Ben, Stan lied saying, "Bad dream... Must have been something I ate last night..."

"Okay? I mean no offence but Grandpa needs you." Gwen said to Stan before explaining, "We have a car chase going on because of a nearby robbery and a hostage is involved in the mess!"

Seeing no choice, Stan sighed before he scrambled out of the bunk bed whilst Ben and Gwen walked away from him.

"I'm not falling back to sleep again, If I keep having these nightmares," Stan muttered under his breath before he activated the Omnitrix.

BEEP!

Several minutes later...

A Fox news helicopter was flying in the air with the camera inside the vehicle focusing on a car chase on an interstate in Denver.

A large bulletproof van was fleeing from two police cars with both sides exchanging gunfire with the vehicles avoiding upcoming cars on the freeway as well.

SCREECH! BLAM! CRACK! WHAM! HONK!

"This is Fox News reporting live from a high-speed police pursuit of an armoured car stolen earlier from the Federal Reserve in Denver. It is believed that the criminals also have a hostage and wait! We have something interesting happening, It appears that the truck has crashed!" The news helicopter informed the public.

Unbeknownst to the vast majority of the people above, a large clear diamond-like crystal slowly leaked upwards from the road before the truck ended up slicing the bottom of the jagged material.

CRACK! SCREECH! CRASH!

The driver inside the truck struggled to gain control of the truck as it skidded onto the nearby tarmac of the road screeching to a halt.

Thick heavy smoke poured out the back of the truck with the police officers stopping their cars near the wreckage.

Quickly, the police officers scrambled out of the police cars and took defensive positions near the cars as a police commander stepped out donning a megaphone.

"This is the police! We have you surrounded, come out of the truck and place your hands on your heads!" The police commander ordered the robbers.

Whumf!

The back door of the truck was slammed open as a robber emerged with an Mp5 machine gun carrying a hostage walked over to the front of the truck.

Facing the cops, the robber mockingly shouted, "You assholes can't do anything to us!"

Whumf!

The driver then thirsted open the front door as he emerged carrying a large laser cannon.

"Surprise!" The criminal laughed loudly as the police commander yelled out in shock, "Fall back!"

The robber then charged the gun before firing it.

WHOOSH... BOOM!

A large laser beam blasted one of the police cars as the officers narrowly scrambled for cover.

KA-BLAM!

The police car exploded into debris with the wreck of the vehicle now scrap metal.

Smirking, the robber aimed at the other police car just as he felt someone tap his shoulder.

Tap. Tap. Tap.

Confused, the robber turned around and noticed Diamondhead glaring at him angrily.

On the news helicopter, the reporter spotted Diamondhead and exclaimed in shock, "Wait, what's this? It seems like we have another alien sighting!"

Diamondhead morphed his right hand into a diamond blade and swiftly sliced the laser cannon in half.

CRACK! SLICE!

The laser cannon was skidding to the side before Diamondhead clutched his left hand into a fist and slammed it into the robbers' face.

WHAM! THUD!

The robber was sent flying onto the ground knocked out as Diamondhead turned around and noticed the remaining criminal.

"I'll try and make this quick." Diamondhead darkly muttered to himself.

Stunned and worried by Diamondhead the remaining robber let go of the hostage.

Running past Diamondhead, the police officers slowly moved forward as Diamondhead knocked out the last robber with a satisfying right hook.

CRACK! THUD!

Once the robber was knocked out, Diamondhead turned to the police officers and smirked slightly before he walked off back to the Rust Bucket.

"Well folks, you've seen it live here. We don't know where these strange creatures come from. But they seem to be here to help, for now, this is..." The news reporter on the helicopter blared out.

Meanwhile on the Chimerian Hammer...

The massive vessel continued to orbit the planet Earth still unnoticed by people.

Inside the ship, Vilgax watched the live news coverage inside the medical pod with large holo screens surrounding the medical chamber.

The robotic drone that served him watched on as Vilgax ranted loudly, "The Omnitrix, wasted on pointless heroics!"

"Shall we dispatch more drones to retrieve the device, my lord?" The robot asked Vilgax who hissed darkly, "No..."

HISS! BEEP! SPLASH!

The nano-regeneration tank that Vilgax was inside in finally opened as the door slide open.

Smoke hissed out as water leaked onto the floor as a giant metallic boot crushed a nearby medical probe droid.

CRUSH! THUD!

"I will see to this task myself and reclaim what is rightfully mine!" Vilgax sadistically declared as the giant alien emerged from the tank.

Walking out of the healing chamber and towards the command centre of his ship, Vilgax thought darkly, " _At last, soon the being that is wielding the Omnitrix will be eliminated..."_

At the same time back on Earth...

The Rust Bucket was now parked in a rural area in Denver's countryside.

Inside the RV, Stan sighed in his bed with his blue eyes now red and exhausted due to refusing to sleep.

"I won't sleep. Again for a while." Stan muttered to himself as he refused to experience the continued nightmares about Vilgax.

"Yawn..." Ben and Gwen yawned as the pair of them woke up at the same time.

"Another nightmare Stan?" Max inquired Stan walking over to the kids.

Yawning slightly, Stan muttered out, "Yep, It was the weird alien from that vision again. Only that time he was bigger and uglier surprisingly."

"Are you sure you weren't looking in a mirror Stan?" Gwen asked Stan in concern as Ben giggled before replying, "Are you sure you weren't dreaming about Gwen?"

Annoyed, Gwen glared at Ben as Stan snapped with his eyes widening in anger before he yelled loudly, "KNOCK IT OFF BEN!"

"Woah, chill out Stan!" Ben shouted back in shock.

Yawning, Stan apologised saying, "Sorry, I'm just feeling really tired..."

"Look it was just a bad dream son, we can talk about it more in the morning." Max calmly informed Stan.

As Max walked off to the front of the vehicle, Stan paused before recalling the horrific nightmare he had when Vilgax scared him.

"But it felt so real... Like he's been watching me ever since I saw him as Upgrade. He looked right at me and said... I'm coming for you." Stan muttered in fear.

Immediately, Max froze in shock as he realized in shock thinking, _"Damn it! My worst fear has come true, Vilgax is coming for Stan! I need to get the kids to safety."_

Turning around, Max spoke to the kids, "Change of plans, We're hitting the road right now."

Everyone was confused before Gwen pointed out, "Grandpa, it's three o clock in the morning."

"It's the best way to beat the traffic," Max responded to Gwen as he sat down in the driving seat of the Rv.

Rumble... SCREECH!

The Rust Bucket shuddered before the large RV drove away from the rural area.

Inside the vehicle, Ben and Gwen dozed off back to sleep as Stan closed his eyes and began sleeping quietly.

Four hours later in the early morning...

Stan was bored.

Looking out the side window of the Rust Bucket, the young Omnitrix wielder noticed a large herd of buffalo migrating on a grass field nearby.

SCREECH! WHOOSH!

Stan then felt the Rust Bucket shake slightly as he noticed Max pushing down on the accelerator even more.

Near Stan, Gwen was using her laptop whilst Ben was playing on his Gameboy with both electronic devices beeping in the vehicle.

"What's with the lead foot anyway Max?" Stan asked Max who spoke back, "I want to make it to Mount Rushmore by nightfall."

"Fair enough then I guess," Stan replied to Max.

Turning around, Stan asked Gwen, Hey, Gwen can I borrow your laptop? I just wanted to check out the news for the upcoming Superman Returns film."

"I would, but you should have brought your laptop." Gwen barely replied to Stan.

Annoyed, Stan glared at Gwen before his eyes widened in surprise.

Smirking, Stan slowly walked off to the bathroom and opened the door before he closed it.

BEEP!

Giggling could be faintly heard inside the bathroom as Stan transformed into Upgrade.

FLASH!

Little did Stan know that transforming into Upgrade caused the Chimerian Hammer to detect the Omnitrix being reactivated.

Back on the Chimerian Hammer...

In the command centre of the vessel, various robotic drones serving Vilgax detected the Omnitrix activating.

BEEP! BEEP! BEEP!

Vilgax smirked darkly underneath his medical mask sat down in his large throne that had been increased in size to match his bigger look.

"The Omnitrix has been activated. Pinpoint its location." Vilgax informed his drones as the robotic commander replied, "Yes, my lord."

The robotic humanoid drones then focused on finding the location of the device.

BEEP! WHIRR!

A large holoscreen then activated which triangulated the position of the device as the Omnitrix symbol flashed green numerous times.

"We have pinpointed the location of the device in North America in the state of Denver." The robotic commander informed Vilgax.

"Excellent work..." Vilgax praised his robotic commander before he muttered darkly, "At long last, I have you now."

At the same time on the Rust Bucket...

Gwen typed on her laptop happily before the computer beeped.

BEEP!

A series of Windows errors flashed up on the screen as Gwen glared in annoyance.

"Hey what gives?!" Gwen yelled angrily before she heard familiar giggling from the laptop.

WHRRR! Slither...

The laptop screen then flashed back and green as Upgrade's eye slowly emerged from the middle of the laptop.

Nearby, Ben burst out laughing slightly as Upgrade cockily spoke out, "Sorry, you have been denied access to this laptop."

"Stan?! Get out of my laptop!" Gwen raged to Upgrade in anger.

"What? You're the one who didn't let me borrow it." Upgrade replied to Gwen who yelled back, "That still doesn't permit you to use it! It's my private property!"

"Hey, I am not looking at your private information anyway. I just found when the film comes out." Upgrade happily declared.

Hoping to learn more about Gwen, Ben suggested to him, "You sure? You might find something juicy on dweeb."

"Urgh! Not now doofus!" Gwen gritted her teeth in anger, frustrated with both of the boys.

"Stan! Now is not the time to go alien! Do you understand?!" Max then yelled out loudly.

Stunned everyone looked at Max in confusion as Upgrade slowly morphed out of the laptop back to his normal humanoid form.

SPLAT! WHRRR! Slither...

"I just wanted to know when the film came out Max." Upgrade bluntly stated.

"We can't afford to attract attention right now," Max responded to the Galvanic Mechamorph.

Shrugging his shoulders, Upgrade asked Max, "What kind of attention could I attract in here? We're in the middle of nowhere."

BEEP! BEEP! BEEP!

The Omnitrix symbol on Upgrade's chest then beeped bright red as the Galvanic Mechamorph transformed back to Stan in a flash of red light.

FLASH!

As the red light subsequently faded, Stan sighed feeling briefly exhausted from the transformation before he looked around to Ben and Gwen.

"Ugh, Never mind! Just don't mess around with the Omnitrix and keep quiet, understood?" Max quietly shouted to the kids.

"Yes, Grandpa." Ben and Gwen replied at the same time as Stan said, "Sure, Max."

Deciding not to mess around with the Omnitrix any longer, Stan turned around and walked to his backpack.

However, he was unaware that he was being monitored.

Back on the Chimerian Hammer at the same time...

In the command centre of the vessel, the Omnitrix symbol vanished from the holo-screens.

Noticing the Omnitrix symbol gone, the robotic commander turned around informing Vilgax, "We've lost the Omnitrix symbol, my lord."

"No matter, I've narrowed down its location." Vilgax confidently boasted to the robot commander.

Understanding what Vilgax wanted, the drones then activated the control panels.

BEEP! FLICK!

Images of the ten different aliens, Stan had used popped up on holo-screens.

Each alien was seen helping someone or handing in a criminal as Vilgax studied the thick images with ease.

Finally, Vilgax stepped out of his throne before walking to an image of Upgrade muttering, "I know just how to lure this Terran out."

Vilgax then threw out his right arm into one of the glass monitors.

SMASH!

The glass monitor exploded as Vilgax drew back his right hand before ordering his robotic army, "Prepare for landing! We will invade and destroy a nearby settlement to attract the earthling's attention."

"What robots would you like to use my lord?" The robotic commander asked Vilgax who rasped, "Dispatch the probe droids and my vehicle."

Nodding the robotic commander ordered the robotic drones who then got to work.

Slowly, the Chimerian Hammer descended downwards towards the planet Earth.

However, unknown to Vilgax, a nearby Shield satellite beeped as it detected the large spaceship approaching the planet.

Back on Earth...

All was silent on the lush planet as a large herd of buffalo consumed the grass on the plains they were in during the hot climate.

Buzz... Whirr...

A massive buzzing noise and huge shadow then loomed over the field.

Panicking due to the loud noise, the herd of buffalo panicked and ran off away from the Chimerian Hammer.

The Chimerian Hammer then halted in mid-air above the ground before a large red hatch opened up below the spaceship.

HISS... WHOOSH!

Thick black smoke poured out of the hatch along with dozens of probe droids before a large metal sphere with blood-red spikes exited the hatch and plunged to the ground.

KA-CRASH!

The large sphere landed on the grassy ground before it stuck to the ground and rolled off in the distance with hundreds of probe droids following behind.

In the distance, a large green road sign beneath a large and sprawling urban city stated, 'Welcome to Rapid City!'

Rapid City is known for being one of the largest cities in the Denver state and was known to be a vibrant and thriving city.

Until today where the 'Battle of Rapid City' or in later years known as the 'Incident at Rapid City' began.

BLAM!

The welcome sign was decimated by probe droid laser fire as the various probe droids began to fly in the air the city as the sphere led the invasion force.

KA-BLAM! BOOM! CRACK! SMASH! BLAST! CRASH!

Various citizens panicked and ran for their lives as the drones began to open fire and massacre the population as instructed by Vilgax.

Due to the massive and chaotic nature of Vilgax's invasion vehicles, lamps and other aspects of modern life were reduced to rubble like confetti.

The local police force attempted to fight back only to struggle against the invaders as the city slowly began to fall into chaos.

Hundreds of explosions dominated the landscape for miles due to Vilgax's army ripping Rapid City apart as the giant metallic sphere also demolished some smaller buildings with the city falling into anarchy.

On the outskirts of Rapid City at the same time...

WHOOSH!

The Rust Bucket was driving on a highway past Rapid City just as something exploded from the city.

KA-BLAM!

Inside the vehicle, the kids noticed the thick grey smoke rising from the urban centre.

Max also briefly spotted the smoke before he focused and continued driving the Rust Bucket onwards.

"What's going on out over there?" Gwen asked in shock and worry.

"Uh... Is there a massive riot or something?" Stan wondered in fear before Max calmly stated, "I'm sure the local authorities have the situation well in hand."

CRACKA-BOOM!

The Rust Bucket then shook violently as a huge black orange mushroom cloud emerged from the skyline dwarfing the other fires in Rapid City with the sound of the explosion echoing for miles.

As the mushroom cloud cleared up, huge orange flames continued spreading across Rapid City before Ben sarcastically muttered, "Really? I think the local authorities seemed more than capable of handling the situation."

Seeing no choice but to use the Omnitrix, Stan informed the others saying, "Ah well, look it's time to use the Omnitrix again."

"Stan, I don't think that's the best idea." Max worried about Vilgax replied to Stan.

"Not the best idea?! I can't just let innocent people die!" Stan ranted back shocked by Max's response.

BEEP!

Activating the Omnitrix, Stan scrolled through the silhouette's before he stopped at Heatblast's silhouette and tapped down the exposed core of the watch.

FLASH!

A bright flash of green light covered Stan as thick hot molten magma slowly covered his right arm.

"Time to turn up the Heatblast!" Stan yelled loudly as his voice slowly thickened during his metamorphosis.

The Omnitrix shrank down into his arm vanishing and from where it shrank, brown-orange like rocks began to appear down his arm slowly covering his body and clothing.

Next, the rocks continued to cover his body spreading to his legs and then his eyes as cracks slowly began to form in his rocky skin and the Omnitrix symbol ended up forming on his chest.

Finally to finish his head erupted into flames with a face outline as Heatblast stood there smirking calmly as the green light faded.

Once the green light faded, Heatblast stood confidently as the Pyronite then cracked his head slightly before turning it to both sides of his head.

SCREECH! Whumf!

The Rust Bucket then screeched to a halt as Heatblast opened the side door and walked outside.

Noticing the raging inferno of Rapid City, Heablast braced himself for a battle whilst the Tennyson trio watched on.

"Don't worry everyone, I'll handle this quickly and effectively," Heatblast assured everyone confidently.

"Stan! It's not a good idea!" Max pleaded to Heatblast loudly.

Ignoring Max, Heatblast slowly placed his hands together near his feet.

Then Heatblast surged the massive amount of heat energy trapped within him before the Pyronite flew upwards like a rocket.

BLAST! WHOOSH!

A fiery streak of orange and red blasted off into the sky as Heatblast used the momentum to launch himself sidewards before the Pyronite flew towards Rapid City.

"We should follow him right?" Ben suggested to Max who spoke back angrily, "Damn right. He's got no idea about how dangerous the situation he is in right now."

Almost instantly, The Tennyson trio entered the Rust Bucket before the RV accelerated off into Rapid City.

SCREECH! WHOOSH!

THWOOSH! THUD!

Approaching Rapid City, Heatblast landed on a city street surrounded by a massive fire that damaged dozens of buildings.

Standing upright, Heatblast cockily smirked before muttering to himself, "Time to get to work. Let's see how many points I can score."

Aiming his hands towards the probe drones that were attacking nearby civilians, Heatblast ignited his hands.

BLAM! BLAST! BOOM!

Each probe drone was shot down by large balls of fire that Heatblast generated with each hand.

WHOOSH! BLAM! THUNK! BOOM! WHAM! CRASH! THUD! BLAST!

Heatblast continued firing fireballs until he destroyed the last probe drone which crashed onto the roadside.

A thick plume of smoke surrounded the grinning Pyronite who couldn't help but think on how far he had come since he found the Omnitrix at the start of the summer.

"I've got to admit, I never thought I would get this far with the watch. Anyway, why don't you pick on someone with real firepower?" Heatblast muttered happily before taunting Vilgax's army.

As the thick black smoke cleared, Heatblast noticed dozens of probe drones surrounding him.

Sighing in annoyance, Heatblast mumbled loudly, "I didn't mean all at once..."

"Well then, time to try out a new attack, I've been working on." Heatblast finished off in excitement.

Grinning, Heatblast clutched his hands and body and began focusing all his heat energy around him.

WHOOSH! HISS!

A massive aura of heat energy surrounded Heatblast as the young Pyronite began shaking slightly.

Fearing what Heatblast would do, the robotic drones opened fire on Heatblast in retaliation.

BLAM! BLAST! BOOM!

Various explosions surrounded Heatblast before he yelled out loudly, "BURN IN HELL YOU ROBOT SCUM! AARRGHH!" The Pyronite finished screaming.

Closing his eyes, Heatblast thirsted out his hands as a massive wave of heat energy erupted from his hands.

WHOOSH! BLAM! THUNK! BOOM! WHAM! CRASH! THUD! BLAST!

The massive wave of heat energy was so hot that it melted the drones on impact with the robots landing onto the ground shattered and broken.

Heatblast was so hot that the surface temperature around him increased significantly to the temperature of a small star.

Fueling his emotions and body, Heatblast's energy output increased until it finally exploded.

THWHOOSH! CRACKA-BOOM!

A massive cloud of orange smoke and flames rose up in the air as another catastrophic explosion rocked the city until all went quiet again.

WHEE... THUD!

The last probe drone clattered onto the ground destroyed as Heatblast panted in exhaustion.

A small crater surrounded the Pyronite with battered and wrecked probe drones lying all over the street.

Looking around the wrecked street, Heatblast muttered to himself before questioning, "Okay, I still need to improve on that attack... But why do I have the feeling that those drones were expecting me?"

WHOOSH! THWIP!

A large electrical restraint then flew out of nowhere that encased the tired Pyronite.

"GAH!" Heatblast yelled in shock as the Pyrite then collided into a brick wall.

THUNK!

"Uggghhh..." Heatblast groaned before he noticed the giant metallic sphere rumble over to him.

The giant metallic sphere then trapped Heatblast near the wall as the Pyrite frowned muttering, "Okay, some kind of special robot?"

THUNK! Hiss...

The metallic sphere then snapped open as thick black smoke rose from the sphere revealing a metallic blue door.

The large door slowly slid open revealing the familiar occupant inside.

Realizing Vilgax was there, Heatblast's rocky eyes widened in shock and fear as Vilgax stepped out of the pod.

THUD!

Glaring darkly at the stunned Pyronite, Heatblast began shaking slightly in fear as Vilgax's red eyes glared at him full of anger and evil, unlike anything Stan had ever seen before.

"No... Not you... You're not real! I'm in a bad dream..." Heatblast whispered stunned hoping it was not real.

"Wrong! You miserable creature, I am very real." Vilgax replied bluntly to Stan.

"Oh my god... The alien from my nightmares..." Heatblast mumbled in fear.

Grinning underneath his breathing mask, Vilgax introduced loudly, "And so at last, we meet. The being that has caused me so much trouble!"

"Oh, crap... Oh crap... I'm so screwed..." Heatblast panicked to himself as the Pyrite attempted to escape from the electrical bindings trapping him.

"Enough of this nonsense! I am Vilgax and I have come for the Omnitrix. You cannot win against me." Vilgax darkly wheezed to Heatblast.

Shaking his head, Heatblast glared at Vilgax as an epiphany occurred inside him.

Why should he be afraid? He had beaten everyone bad and malicious before. So why not him?"

This Vilgax, that had been plaguing him for nightmares had to be stopped before he harmed anyone else.

Enraged, Heatblast's anger flared up as his body began shaking and giving off excess heat energy.

Hiss...

"You think you can just take the Omnitrix from me that easily?! I am not giving up without a fight!" Heatblast yelled out loudly to Vilgax.

Focusing his heat energy, Heatblast melted the electrical restraints which melted into goop.

SNAP! BLAM!

Heatblast then stepped off the wall and placed his hands together and began firing dozens of fireballs from his hands frantically.

BLAM! THUNK! BLAST! WHOOSH! BOOM!

The fireballs reflected and bounced off Vilgax's tough armour as smoke covered him.

As the smoke cleared away, Vilgax was unharmed before he mocked Heatblast saying, "Pathetic."

"Shut up! I'm just getting started!" Heatblast yelled back before he ran away from the brick wall.

WHOOSH!

Using his momentum, Heatblast leapt up high into the air as his left fist glowed with heat energy.

"Take this!" Heatblast yelled loudly as the Pyrite slammed his left fist onto Vilgax's squid-like face.

WHAM! CRACK!

The punch reflected as Heatblast held his left hand in pain yelling out, "ARGH! My hand!"

Seeing his opportunity, Vilgax then grabbed hold of the injured Pyronite before he used his strength to hurl Heatblast off into the distance.

GRAB! WHOOSH!

"ARGHHHH!" Heatblast screamed as he flung through the air as Vilgax watched from the ground.

WHOOSH! THWACK! CRACK! BLAM! SKIDD! SLAM!

Heatblast's vision was blurry and dizzy as the Pyronite gathered up speed before he crashed through several different buildings smashing through the walls like a missile downwards.

SKIDD! SLAM! CRASH! RUMBLE...

The Pyronite then crash-landed into a pile of rubble and rubbish as rocky debris rained down on the nearby area.

WHAM! THUD!

Grunting, Heatblast then tossed a loose brick aside as the Pyronite climbed out of the brick rubble coughing due to the colossal amount of pain he was feeling.

"Urgh... This alien is tough, I should have used Four Arms, to begin with..." Heatblast grunted in annoyance.

WHOOSH! KA-THUD! CRASH!

Heatblast then noticed Vilgax flying through the air and crash land on the road opposite Heatblast with a small crater forming around the galactic tyrant.

"He can jump high and is already near invincible?!" Heatblast shouted out in shock.

Looking around, Heatblast muttered, "What can I do to slow him down... Wait!"

Noticing the road and his knowledge of physics, Heatblast placed his hands together and yelled, "HA!" as a massive aura of flames surrounded the Pyronite.

WHOOSH! BLAST! SPLOSH! THUD!

A massive heat beam erupted from Heatblast hands that made contact with the road.

BLAM! SPLOSH! THUD!

The force of the heat and inferno was so strong that the thick concrete road ended up dissolving into a thin liquid tar-like substance that mixed in with the flames as the giant mound of liquid flowed over to Vilgax.

Stunned, Vilgax ended up being toppled over by the flowing tar substance.

SPLOSH!

Vilgax glared at Heatblast angrily and attempted to regain his footing only for the giant alien to end up tripping and landing head first onto the tar.

THUD! SQUELCH!

With the black liquid substance restraining Vilgax, Heatblast sighed in relief at his effective plan.

The Pyronite slowly walked over to Vilgax who continued to struggle attempting to break free of the tar.

SCREECH! WHOOSH!

The Rust Bucket then screeched around the corner of a building and drove over to Heatblast and Vilgax.

Inside the Rust Bucket, Max froze in horror noticing Vilgax struggling to break free as he muttered in fear, "No... It can't be..."

Keeping a fair distance away from Vilgax, Heatblast chuckled before cockily taunting Vilgax, "Not so tough when you can't move correctly can you?"

WHOOSH! SCREECH!

"GAH!" Heatblast yelled in shock as the Rust Bucket screeched near him before the side door flung open.

Whumf!

In the side door, Gwen yelled to Heatblast indicating with her arms, "Stan, Grandpa says get inside now!"

"But who's going to stop this guy?! The army can't beat him!" Heatblast shouted back at Gwen.

Before Heatblast could react again, the Omnitrix symbol on Heatblast's chest then beeped red.

BEEP! BEEP! BEEP!

FLASH!

A large red light covered the Pyronite as Heatblast morphed back to Stan in a flash of red light.

As the red light faded, Stan was slightly dazed before he heard Max yelling, "Stanley! Get in now!"

Seeing no choice, Stan quickly scrambled into the Rust Bucket as Gwen closed the side door.

SCREECH! WHOOSH!

The Rust Bucket then turned around and speeded off into the opposite direction away from Vilgax.

SNAP!

Slowly stepping out the leaky tar, Vilgax glared at the fleeing Rv in the distance.

SCREECH! WHRRRR! WHOOSH!

Inside the Rust Bucket, Max floored the heavy-duty vehicle down the empty and battered streets of Rapid City.

Near the side door, Gwen watched as Stan slowly moved to the side booth holding his left hand in pain.

"Stan? What happened to your hand?" Ben asked Stan in worry who sat down on the booth.

"Urgh..." Stan grunted in pain before he explained to Ben, "I was fighting that Vilgax freak as Heatblast and I injured my left hand..."

"How bad is it? Does it hurt when you move it?" Gwen inquired to Stan as she looked at his left hand.

Flexing his left hand, Stan replied to Gwen, "No, It just feels numb. I don't want to risk damaging it anymore though."

Agreeing with Stan, Max shouted out to him, "Trust me when I say this, you do not want to pick a fight with Vilgax at all!"

"How'd you know his name?!" Stan yelled back at Max in shock as Gwen asked him worried, "Grandpa, what are you hiding from us?"

"Yeah, you're creeping us out here," Ben spoke agreeing with Ben and Gwen as Max sighed in response.

Realizing how dangerous the situation was, Stan stated bluntly, "We can talk about this later. Right now we need a tactical retreat because Heatblast was useless against Vilgax."

"Heatblast was useless?!" Ben shouted out in shock before Stan spoke back, "Yep, I think the only alien I can use against him is Four Arms."

BLAST! SCREECH! BOOM!

The Rust Bucket then violently screeched to the left and then the right as two large probe droids began opening fire on the vehicle.

Inside the RV, the kids ended up being flung around the vehicle as Max grunted slightly as he accelerated the Rust Bucket even faster.

SCREECH! BLAST! BOOM! WHOOSH! THUD!

Various items and objects such as Stan's backpack were flung around the interior of the Rust Bucket as Gwen ran to the back window and opened up the curtains noticing the probe drones chasing them.

"WOAH! AH MAN!" Ben shouted out as he clutched onto the side booth table tightly before Stan kneeled and tried to get the Omnitrix to work.

"Two robot goons coming in fast!" Gwen yelled to Max who shouted outback, "Hold on! Things are going to get bumpy!"

Nodding, Gwen ran over to the front of the Rv whilst Ben and Stan struggled to stand upright as Stan ended up tumbling onto the floor.

"We can't keep this up forever!" Ben yelled out loudly as Max shouted back, "Things are going to get a whole lot worse if we don't get to Mount Rushmore!"

Frustrated and annoyed with Max wanting to go to Mount Rushmore, Ben snapped swearing loudly, "Why?! What the hell is at Mount Rushmore that is so damn important?!"

"Kids, this is not the time to explain! You're going to have to trust me." Max yelled back at the kids becoming tired off yelling all the time.

BEEP!

The Omnitrix then finished recharging as Stan grinned and watched the dial flash from red to green.

"We still need to fall back, I'll use Stinkfly and take out the drones! Then we can escape together!" Stan happily explained his plan to the others.

Activating the Omnitrix, Stan quickly slammed down the exposed core and transformed with a flash of green light covering him.

FLASH!

Shortly, the green light faded as a grinning Lepidopterran emerged from the light.

Slowly, Stinkfly walked over to the side door as Max pleaded one last time, "Stan, please wait!"

Whumf! WHOOSH! ZIP!

Opening the side door, Stinkfly jumped out and flew above the ground with his bug-like wings flapping in the air.

Smiling, Stinkfly then closed the side door of the Rust Bucket before the Lepidopterran flew upwards towards the probe drones.

THWOOSH!

Seeing Stinkfly approach them, the probe drones began firing red laser beams in response.

BLAM! BLAST! THWOOSH!

Flying to the right and dodging the laser beams, Stinkfly landed on one of the drones as the Lepidopterran closed his mouth.

SPLOT! WHOOSH!

Gagging, a massive amount of green goo was launched from Stinkfly's mouth and hurtled towards the other robotic drone.

SPLAT! Whirrr...

The goop landed on the drones laser before the force built up inside before it exploded.

KA-BOOM!

Pieces of the drone flew downwards before the wreckage narrowly missed the Rust Bucket and impacted on the road.

WHOOSH! THUD!

On the other drone, Stinkfly then raised his large pincer tail in the air and stabbed the rear end of the drone.

THUNK! BOOM!

The probe drone that Stinkfly was on deactivated and plunged to the ground and exploded just as Stinkfly flew back in the air.

WHOOSH! ZIP!

Smiling, Stinkfly then flew after the Rust Bucket humming happily, "Float like a butterfly and sting like a Stinkfly!"

The Lepidopterran giggled slightly before pondering, "Hmm, wonder what... ARGH!" Stinkfly screamed in pain as Vilgax jumped onto Stinkfly's back.

Unknown to Stinkfly, Vilgax had managed to clamber out the remains of the tar blob before he leapt off the roof of a nearby high rise building.

SPLAT! WHOOSH! THUD! SLAM!

Struggling to fly upwards, Stinkfly flapped his bug-like wings as Vilgax clutched his stinger like a tail.

WHOOSH! ZIP!

"Urgh..." Stinkfly grunted in pain as he felt the pressure building up in his back.

Turning his head, Vilgax shouted to Stinkfly, "Give me the Omnitrix!"

Fed up with Vilgax, Stinkfly yelled back, "Thank you for flying with Stinkfly airlines, Have a nice fall!"

Gagging his mouth, Stinkfly filled up his mouth with goop along with his tentacle eyes.

SPLOT! SPLAT! SPIT!

A massive amount of green thick goop was launched at Vilgax.

The titanic alien ended up being plunged towards the ground as another explosion and dust cloud rose up from the impact site.

Panting, Stinkfly whispered out, "Finally that should... Oh, come on!" Stinkfly muttered in disbelief.

The green pile of green goop expanded slightly before it blew up as Vilgax jumped high into the air once again.

SPLAT! WHOOSH! ZIP!

Stinkfly narrowly missed the titanic alien jumping at him with Vilgax once again plummeting downwards to the road.

"Who is this guy anyway?" Stinkfly mumbled under his breath.

WHOOSH! KA-CRASH!

Vilgax then landed in the front of the Rust Bucket with smoke and dust rising with another crater forming below him.

Stunned, Max quickly screeched the Rust Bucket to a halt.

SCREECH! REVV! WHOOSH!

Vilgax merely stared at the Rust Bucket as Max quickly reversed the heavy-duty vehicle away from Vilgax before the Rv drove off in the opposite direction.

Inside the RV, Ben and Gwen panicked as they both noticed Vilgax continuing to chase Stinkfly.

"Where are we going?! We need to help Stan!" Ben yelled to Max frantically.

"We will!" Max shouted back to Ben before calmly stating, "But first, we need some special help."

"Let me guess, at Mount Rushmore?" Gwen asked Max.

Max stayed silent in response.

Worried about Max, Gwen remarked, "You're starting to freak me out."

"I just hope that whatever this 'help' is, it can work," Ben said agreeing with Gwen as he looked out the side window.

With the Rust Bucket driving away from the scene, Stinkfly was slowly losing his confidence and was beginning to panic as the Lepidopterran narrowly missed each jump that Vilgax did with the process repeating over and over again.

Determined to escape, Stinkfly quickly thought, _"Okay, new plan fly as high as you can go!"_

The Lepidopterran then flew vertically upwards and blasted off into the air away from the rooftops.

THWOOSH! ZIP!

On the rooftops, Vilgax noticed this plan and yelled out loudly, "You can't flee or hide from me!"

Grunting, Vilgax then performed his biggest leat yet and jumped above Stinkfly.

WHOOSH! CLUTCH!

"ARGHHH!" Stinkfly screamed as Vilgax grabbed him in a chokehold and dragged him down.

Screaming in pain, Stinkfly felt a massive amount of force being exhorted on his body as both aliens plummeted into the ground with a catastrophic collision.

CRACKABOOM! Rumble...

The ground then shook violently again as more buildings imploded and crumbled with a massive crater forming from the impact field as smoke and debris fell from the site.

CRASH! THUD!

Vilgax slowly stood up undamaged as he clutched a battered and injured Stinkfly.

The Lepidopterran was covered with various cuts and bruises on his body as green blood leaked out from the cuts.

"Ughhh..." Stinkfly groaned defeated feeling shattered and exhausted from the high amount of stress and pain he had felt from the battle.

Annoyed with Stinkfly, Vilgax muttered darkly, "I grow tired of this!"

Carefully, Vilgax moved his index finger towards the Omnitrix symbol on Stinkfly's head.

The claw-tipped finger then glowed red as Vilgax tapped the Omnitrix symbol.

Tap.

BEEP!

The Omnitrix symbol glowed red before Stinkfly reverted to Stan in a flash of red light.

FLASH!

The transformation was forced instead of a natural reversion as Stan slowly emerged from the red light looking sweaty, tired and dirty.

Realizing he was back to normal, Stan gulped as Vilgax dangled him from the collar of his white t-shirt.

Stunned by Stan's presence, Vilgax looked confused and enraged with his animalistic red eyes staring into Stan's innocent blue eyes.

"No... I can't believe I lost..." Stan whimpered sadly as Vilgax yelled in shock, "What?! A child?! The Omnitrix is the hands of a mere child? And a disabled one at that?!"

Enraged at being mocked for his disability, Stan shouted back angrily, "Disabled?! Shut the hell up you monster!"

"Silence!" Vilgax yelled back in response even louder before he hurled his other clawed hand towards the Omnitrix.

GRAB!

"ARGH!" Stan howled in pain as he felt Vilgax prying the Omnitrix off his right arm.

Snap! Stretch...

The Omnitrix slowly stretched off Stan's arm with the black bands extending highly as Vilgax chuckled darkly.

"Urgh..." Stan groaned in pain before he felt his mind blacking out as he closed his blue eyes.

Vilgax could hardly care as he continued to pry the Omnitrix off Stan's right arm.

BEEP! SPARK!

The Omnitrix then glowed green and began beeping as the Omnitrix dial flashed dark red to a bright green colour.

Suprised, Vilgax then noticed Stan's eyes reopening.

Except they were bright green with no visible pupils in both of them.

Stan then began shaking slightly almost possessed with the Omnitrix glowing green with sparks of bright green electrical energy flying off the watch.

BEEP... SPARK! FLASH! ZAP! SPARK!

Realizing what was happening, Vilgax attempted to pry the glowing Omnitrix off Stan's right arm until the energy and pressure finally built up.

BEEP... BOOM! WHOOSH!

The Omnitrix exploded with green energy as the pressure finally gave in.

"GAH!" Vilgax grunted in shock as he was sent flying off before he crashed into an apartment building.

THUMP! WHAM!

The Omnitrix then stopped glowing as Stan closed his eyes again before was dropped onto the ground of the crater.

Dazed and feeling peaceful and calm, Stan slowly shook his head as he reopened his eyes now back to their normal blue colour.

THUD! THUD! THUD!

Noticing a recovered Vilgax, Stan turned around and tried to run out of the crater only for Vilgax to grab him by his ankle.

GRAB!

Vilgax then dangled Stan by the back of his white t-shirt before rasping loudly, "It would appear that the Omnitrix has already merged with your DNA."

"You wouldn't hurt an innocent child would you?" Stan pleaded with Vilgax hoping to sneak away.

Not listening to Stan, Vilgax replied darkly, "Hardly, but I have something much worse planned in mind for you."

Vilgax's metal sphere then rolled up behind the galactic tyrant before it reopened.

THUNK! Hiss...

Thick smoke emerged from the inside of the sphere as Vilgax tossed Stan inside the large vehicle.

Whoosh! Thud!

Once Stan was tossed in, Vilgax smirked slightly before he entered the machine.

THUD! THUD! THUD!

Inside the sphere, Vilgax sat down inside the vehicle as the hatch was sealed shut.

The giant sphere then rolled off and left the ruins of Rapid City behind.

The sounds of carnage and destruction were present everywhere as Vilgax's brief invasion had accomplished its goal.

Meanwhile outside of Rapid City...

Phill Coulson was not having a good day as he double-checked the case file he had been given on the recent alien sightings.

Looking outside the bulletproof car he was in, he spotted a large convoy travelling behind him.

A massive relief effort and clean-up crew were heading to Rapid City.

A few days ago, Phil had been dealing with another incident only for him to learn today that something catastrophic had happened in Rapid City.

The report file he had been given indicated that a large force had attacked and wreaked havoc in the city.

The report file also indicated various sightings of familiar alien beings that had been cropping around the U.S in recent weeks along with a giant squid-like alien also being detected in Rapid City.

Bzzz...

Phil then felt the earpiece on his device vibrate.

Placing the case file to the side, Phil activated the earpiece before he heard Nick Fury's voice echoing through it, "Coulson, What is your current status?"

"Director Fury. We're on our way to Rapid City with the Hazard Response team." Phill Coulson informed Nick Fury.

Satisfied with Coulson's progress the earpiece blared out, "Good work Coulson. I've just had a meeting with the World Security Councill about these alien sightings and other incidents that seem to be becoming more common and the Initiative."

Pausing for a moment, Nick Fury finished saying on the earpiece, "As of right now, the council are still unsure about the Initiative, but I'm optimistic and hopeful that we can acquire good people who want to work together for the benefit of mankind."

"What about the person who wields the watch? I'm still unsure about what the orders are for this individual." Phil Coulson replied.

"Well, I've been discussing it with Miss Hill, and we're still debating what to, for now, Coulson." Now, I need you to proceed to Mount Rushmore after the clean up in Rapid City is complete." Nick Fury explained on the earpiece.

"Our satellites have detected a large unknown object or spaceship of some kind that seems to indicate the obvious." Nick Fury finished his explanation on the earpiece.

"And what might that be?" Phil asked back as the earpiece stated, "Earth is about to be invaded in all too similar manner as the incident with Carol Danvers a decade ago."

Realizing how severe the situation was, Phil Coulson, questioned Nick Fury saying, "So what are my orders then?"

"I'm afraid we can only intervene if necessary, We can only hope that a good outcome will occur and that things don't get out of hand." Nick Fury spoke reasoning about his choice.

"Understood Director, Coulson out," Phil replied before he turned off his earpiece.

Flick.

Phil Coulson sighed slightly before he looked out the window and notice the Rust Bucket speeding away from Rapid City as the convoy of vehicles moved on.

A few mins later inside Vilgax's metallic sphere...

Vilgax merely stayed quiet on his throne as the giant circular sphere rumbled onwards to the Chimerian Hammer.

The giant metallic sphere rumbled onto a road as it left the decaying ruins of Rapid City behind.

BEEP! FLICK!

A holoscreen then activated inside the screen as Vilgax flicked a button on his throne.

On the holoscreen, the robotic commander on the Chimerian Hammer appeared before it replied robotically, "My lord... Was your mission successful?"

Relaying instructions to his forces, Vilgax began before ordering, "I have acquired the Omnitrix at long last, all forces are to fall back to my ship unless you can wipe out as many Terran scums as possible..."

As Vilgax ranted on, Stan was seated against a nearby metallic wall feeling frightened.

Stan was terrified beyond belief at the situation he was caught in.

Hoping not to catch Vilgax's attention, Stan carefully took off his brown glasses and breathed on them.

Next, Stan wiped the lens off his glasses quietly and placed them back.

Noticing he was dusty, Stan used his hands to brush over his clothing and wipe off all the dust off him.

Vilgax then finished relaying the orders to his robotic before he turned off the holo-screen.

"Tch... How could a pathetic Terran let alone that of a child be responsible for wiping out my forces and eluding me for so long?" Vilgax ranted in disbelief as he glared at Stan.

Trying to look away from Vilgax, Stan replied, "Would you believe I never even wanted to have the Omnitrix, to begin with?"

Intrigued by Stan, Vilgax asked him, "Humour me then boy."

"Well, I was taking a walk in the woods until the next thing I know is that this pod crashlanded near me and I ended up accidentally finding the watch," Stan spoke remembering how he first found the Omnitrix.

Having heard Stan's explanation, Vilgax responded saying, "That is correct, I was pursuing the device in space until a significant accident mutilated my original organic body until I enhanced myself with cybernetics. "

"I was the one responsible for sending the bounty hunters and the drones after you to acquire my device until I finally found you today." Vilgax finished as he went silent.

Facing the truth that Vilgax wanted the Omnitrix so bad, Stan couldn't take it anymore.

He had just been through so much bad crap and that he was screwed big time.

Feeling overwhelmed with sadness, Stan sniffed slightly before he began crying quietly to himself.

"I'll never get back home... Oh, mommy..." Stan whimpered under his breath as he continued crying.

"Hmm..." Vilgax mused to himself as he watched Stan breaking down in sadness.

Ping!

Turning around, Vilgax noticed that the giant metallic sphere had arrived at the Chimerian Hammer.

The giant metallic sphere then entered the spaceship as Stan whispered sadly, "Please... Someone help me..."

Little did he know that the Tennyson trio was coming to help him as was SHIELD.

Meanwhile at Mount Rushmore...

All was quiet at the national monument as the five presidential statue heads that were built into the colossal stone mountain watched on staring into the distance.

Below the mountain, the Rust Bucket drove on an empty dirt road.

Rumble... Bump!

The Rust Bucket shook slightly as the large RV left a trail of mud and dirt skidding out mud nearby.

"I don't think tourists are allowed on this road." Gwen nervously asked Max who replied bluntly, "We're not tourists, we're tenants."

Driving around a corner, a wooden sign then cropped up saying, 'End of the road'.

SCREECH!

Max then stopped the Rust Bucket by pulling the Rv into neutral gear before he pulled up the handbrake.

Confused, Ben asked Max, "Uh, why did we stop? Are we going to turn around?"

Ignoring Ben, Max placed his hand under the dashboard and activated a secret yellow button underneath it.

Flick! Rumble...

The muddy road bean shaking slightly before a circular industrial steel lift appeared around the mud.

Slowly the mud collapsed and sloshed to the side whilst the lift slowly plunged downwards into a thick underground tunnel.

Whirrr... THUNK!

The top of the ground was then sealed up by a metallic hatch that clanked shut.

As the industrial lift proceeded deep into the Earth itself, debris could be heard rumbling throughout the chasm as the natural light above was slowly replaced by artificial light underground at the bottom of a ten-story man-made chasm.

Whirrr... THUD!

The bottom of the chasm had thick orange steel walls along with a massive yellow light illuminating the man-made chasm as a large underground base was revealed being hidden beneath Mount Rushmore.

"Whoa... What is this place?" Ben muttered in shock and awe before Gwen suggested to Ben, "Some kind of secret government facility?"

Turning off the Rust Bucket, Max stepped out of the driving seat informing the kids, "We're here."

Creak...

The group then left the Rust Bucket as Max locked the large vehicle.

Leading ahead, Max walked down a large corridor away from the entrance lift towards a corridor filled with various cabinets and drawers.

The drawers and cabinets were filled with different futuristic items as Max opened up one of the drawers.

Whumf!

Peering inside, Max saw a small laser pistol before he sighed and closed it.

Whumf!

Moving on, Ben and Gwen finally had enough of Max's behaviour and secrets as Max opened up another drawer.

Whumf!

"Okay, that does it! I am not taking another step until you tell me what is going on and why are we not helping Stan?!" Gwen yelled at Max angrily.

Agreeing with Gwen, Ben shouted, "Yeah! What is this place and how do you know that Vilgax freak who's after Stan?!"

Turning to face the kids, Max took out a pair of thick industrial goggles and replied, "Well it's kind of complicated, but let's just say I wasn't exactly a normal plumber before I retired."

Placing the thick industrial goggles on his head, Max then reached into the drawer and took out a massive futuristic laser cannon.

Whumf! CRACKA-BEEP! THUD!

Placing the laser cannon on the floor, Max placed a thick harness on his shirt that connected the laser cannon to his red Hawaiian shirt.

The laser cannon also had a large energy core below the weapon to charge the device whilst a massive laser cannon beam was located above the top with the electrical energy inside the weapon glowed blue.

"Say hello to this baby, we found her in a Lombax shipwreck back in the early 1980s." Max proudly spoke to Ben and Gwen.

Stunned, Ben muttered in shock, "Woah! That is awesome!"

Gwen merely remained silent before Ben dropped a bombshell that surprised everyone.

"Can I have a weapon too?" Ben suggested to Max.

Shocked by what Ben suggested, Max calmly stated back, "Absolutely not! You two are just children, you both wouldn't last against Vilgax long."

"But, I'm tired of not being able to help and fight!" Ben shouted back at Max.

Max remained silent as Ben sighed before explaining to Max, "I just want to help Stan, is that too much to ask for?"

Realizing Ben was right, Gwen spoke out, "Believe it or not, Ben's right. We do need to try and help after everything he has done for us."

Pausing slightly, Max took off the thick industrial goggles and placed the laser cannon onto the floor before sighing slightly.

"Alright, but we'll have to make it quick, Come with me." Max reluctantly informed the kids.

Smiling, Ben and Gwen followed Max as he walked to another drawer and opened it.

Whumf!

Fumbling around in the drawer, Max grabbed hold of a pair of two laser pistols.

The green and black laser pistols had the Omnitrix symbol on them as Max handed them to Ben and Gwen.

Studying the weapons with intrigue, Max explained to the kids, "Here these are standard issue Plumber pistols for trainees. To activate it, just push the trigger below the device and a laser beam will fire and knock out a target upon being hit."

"Why is the watch symbol on these?" Gwen asked Max having noticed the Omnitrix symbol on her pistol as Ben pretended to fire it.

"Well, the watch symbol is the logo for the Plumbers." Max replied to Gwen as Ben then asked, "What does it mean?"

Running out of patience, Max spoke explaining before bluntly stating, "It's the symbol for intergalactic peace, now let's get back to the Rust Bucket, I fear that Stan may be running out of time."

Understanding the dangerous situation, The Tennyson ran back to the Rust Bucket.

Back on the surface...

The Chimerian Hammer was orbiting above the grassy plains of Dallas the large spaceship was visible for miles around.

Inside the vessel, Vilgax was studying a 3D computer model of Stan.

The computer model displayed Stan's vitals, his DNA type along with his Chromosome count along with the location of the Omnitrix on Stan's right arm.

Within the chamber, more of Vilgax's robotic drones were operating other control panels in the chamber along with a group of probe droids floating above as well.

"A child, I should have suspected as much, The Omnitrix being used as a child's playtoy!" Vilgax ranted in anger and disbelief as he turned around and glared at Stan.

Stan was suspended in a circular device that was connected to the roof in the large chamber.

His left arm and feet were suspended in the air by blue energy with his right arm being stuck in a large thick tube preventing Stan from reactivating the Omnitrix.

A depressed Stan who had wet cheeks from crying bravely replied, "Playtoy? I dunno about you, but I've been using the watch for the greater good. Besides I've saved a lot of lives."

Unimpressed, Vilgax stomped over to Stan.

THUD! THUD! THUD!

Freezing in shock, Stan closed his eyes fearing that Vilgax would hit him out of malice and cruelty.

Thankfully that did not happen.

Instead, Vilgax explained loudly to Stan moving to his face, "You hold the key to a power struggle so ancient, so vast. It is beyond your feeble comprehension."

Turning around Vilgax spread out his arms before continuing, "Picture this: an entire army, each in command of an Omnitrix. And all at my command, I will be invincible! I will rule the universe!"

Vilgax smirked darkly before he turned around and faced Stan again imaging the destructive potential he could cause with the Omnitrix.

Stan also thought about how horrific Vilgax's grand plan would be as he imagined a bloodthirsty and evil killer army using the alien forms he could transform into.

Filled with rage and anger, Stan finally snapped yelling loudly at Vilgax, "YOU HEARTLESS MONSTER! YOU WON'T GET AWAY WITH THIS!"

"SILENCE! YOU ARE DRIVING MY PATIENCE AND TEMPTATION THIN YOU MISERABLE CREATURE!" Vilgax shouted back even louder enraged by Stan's comment.

Calming down slightly, Stan angrily shouted, "Do you think that you can take over the universe that easily!?"

"Of course brat! But the only thing stopping me from achieving my destiny is you." Vilgax rasped to Stan before he stepped back.

Whirrr...

The floor beneath Stan then opened up as dozens of futuristic and sharp operating tools from space cropped up beneath the machine.

Gulping in fear, Stan began shanking as Vilgax chuckled darkly.

At the same time back outside...

Whirrr... THUNK!

The lift from the Mount Rushmore base emerged back onto the surface as the Rust Bucket drove off back onto the muddy road.

Inside the RV, Max explained his plan to beat Vilgax saying, "This weapon is keyed into Vilgax's biosignature and DNA. Hopefully, it will finish him off for good this time."

"This time?" Gwen asked in confusion as Max ordered her, "Gwen, there is a small red button under that cabinet, press it."

Carefully, Gwen pulled out the cabinet and noticed a grey button.

Flick!

The grey button beeped as a holographic map pooped up and covered the windscreen.

Surprised, the kids watched as a red blip popped up on the map flashing quickly with Ben asking Max, "What is that?"

"GPS assisted tracking system, it's locked onto the signal that the Omnitrix has." Max explained to Ben before he said, "Gwen, I need you to navigate. Ben you're going to be my eyes and ears okay?"

Understanding Max needed help, Gwen replied, "Sure grandpa, I'll figure out where Stan is." as Ben agreed to say, "Got it, I'll keep my eyes peeled for anything odd."

At the same time back on the Chimerian Hammer...

Struggling to move his right hand, Stan attempted to break free of his bindings whilst Vilgax commanded his robotic workforce, "Prepare for takeoff, once we're above the planet's surface, I will finally have the pleasure of destroying this miserable planet once and for all!"

Ignoring Stan attempting to break free, Vilgax looked down and began thinking about which tool he would use to extract the Omnitrix with.

At the same time outside the Chimerian Hammer...

As the large spaceship prepared to take off, the Rust Bucket violently rumbled down a grassy hill with mud and grass flying everywhere to both sides.

WHOOSH! RUMBLE! SCREECH!

Noticing the spaceship, Ben yelled, "There it is!"

"We need to get aboard." Max calmly replied to Ben.

"Get aboard? How?!" Gwen asked Max who smirked and stated, "This may get a little bumpy."

Whirr... Flick!

The radio then flicked over revealing a control panel as Max pressed the large red button in the middle.

Rumble... Whirr... Shake...

The Rust Bucket shook slightly before the front bumper of the vehicle ended up extending via an industrial robotic piston that connected the parts as the side lights then stretched outwards.

The front of the Rust Bucket was now a ramming device.

"Are we going to ram the spaceship?!" Ben yelled in shock as Max shouted back loudly, "Yep! Hold on kids!"

Max then floored the Rust Bucket as his foot slammed down on the accelerator gear.

SCREECH! WHOOSH! RUMBLE!

The Rust Bucket was pushed down to its maximum speed limit before the Rv was sent flying off the cliff.

THWOOSH!

The Rust Bucket flew in the air as it rocketed towards the Chimerian Hammer now taking off.

"Holy crap! ARGHHH!" Ben swore before he screamed along with Gwen, "ARGHHH!"

Inside the ship itself, Vilgax had now acquired a large futuristic laser sword that sparked violently.

SPARK! ZAP!

Chuckling slightly, Vilgax stomped over to Stan and prepared to strike the blade above Stan's right arm as he struggled to try to break free when...

HONK! HONK! SCREECH! SLAM!

The Rust Bucket slammed through the hull of the spaceship as metal debris went flying everywhere as the RV ploughed into Vilgax.

CRASH! WHOOSH! WHAM!

Vilgax was sent flying into a metallic wall as the thick laser blade he was carrying scattered onto the floor.

Speechless, Stan watched as the Rust Bucket then reversed back and turned around.

"What?!" Stan muttered in shock having been stunned by this turn of events.

Due to the incident, Vilgax's robotic forces began having been destroyed or scattered across the chamber as the robot commander blared out, "Warning, Hull breach and Power surge!"

Whumf! THWACK!

Max then kicked open the side door of the Rust Bucket and emerged carrying the massive laser cannon.

Stan felt his jaw drop in happiness and shock as Vilgax slowly recovered and glared at Max.

"Claws off my grandson's friend Vilgax!" Max yelled at the galactic tyrant who hissed back angrily, "Tennyson!"

Watching the confrontation, Stan shouted out, "Is that you Max?!"

Taking no chances, Max charged up the massive laser cannon and fired out a huge blue beam of energy towards Vilgax.

CRACKA-BEEP! WHOOSH! KA-BOOM!

Vilgax was sent flying even further into the depths of the spaceship as thick smoke and debris covered the chamber.

Whumf!

Ben and Gwen then exited the Rust Bucket carrying the laser pistols that Max had given them.

THUNK!

No longer needing the laser cannon, Max dropped the weapon on the floor as the Tennyson trio ran over to Stan.

"You guys... I am so confused, what is with the gear? How do you know Vilgax?" Stan asked the group in confusion.

"It's a long story, I'll explain later." Max replied to Stan as Ben added on, "Trust me. Today has been crazy."

FLASH! SKIRT!

The electrical pod holding the Omnitrix then sparked slightly.

"Urgh..." Stan grunted in pain as he felt the energy from the Omnitrix coursing through his body and the chamber.

ZAP! SPARK! FLASH!

The energy output slowly increased as blue sparks with white flashes of white covered the chamber as Stan gritted his teeth before he screamed in pain, "ARGHHH!"

ZAP! SPARK! FLASH! WHOOSH! BEEP! SKIRT!

The Omnitrix then glowed green as green sparks lashed off the watch mixing with the blue sparks and white flashes.

Struggling to control his body, Stan then closed his bright blue eyes and continued grunting and whimpering in pain.

Concerned, Max kept Ben and Gwen as they watched on worried and stunned by what was happening to Stan.

ZAP! SPARK! BEEP! SKIRT! FLASH! THWOOSH!

The electrical output for the sparks intensified as Stan's body began shaking violently.

On the inside, Stan felt his DNA slowly morphing and changing as the Omnitrix struggled to handle the electrical biofeedback from the holding mechanism.

"What's happening to him?!" Gwen spoke loudly as Max stated in shock, "I'm not sure!"

SPARK! ZAP! SKIRT! BEEP! FLASH! WHOOSH!

The Tennyson trio slowly watched on as Stan's body stopped shaking before he slowly reopened his eyes.

Once again they were now bright green with no visible pupils present in them.

ZAP! SPARK! Whirr...

The electrical sparks then stopped with the machine still sparking slightly as Stan's green emotionless eyes scanned the room.

"His eyes... They've changed colour!" Ben muttered in shock worried about Stan.

Instantly, Stan's green eyes noticed the Tennyson trio as he stared blankly at them.

Concerned, Gwen slowly walked forward to Stan only for Max to gently tap her on her shoulder.

Stopping in confusion, Gwen faced Max as he asked Stan, "Stan, can you understand me?"

Stan slowly looked at Max staring blankly with his face devoid of emotion.

Whoosh!

For a brief second, Stan's eyes changed with a black pupil appearing in them briefly before he smirked slightly at the same time.

SPARK! ZAP! SKIRT!

"Ugh..." Stan grunted slightly as he closed his green eyes and began slowly morphing into XLR8.

WHOOSH! FLASH! SPARK!

The Kincerlean shook his head in shock before muttering, "What's... UGH!"

XLR8 then transformed into Diamondhead just as quick.

SPARK! FLASH! WHOOSH!

The confused Petroaspien moaned slightly in pain as Max ran over to the control panel and asked him, "Going on...?"

SPARK! WHOOSH! FLASH!

Diamondhead then morphed into Wildmutt randomly.

"ROARR!" Wildmutt roared in anger due to the stress of the transformations he was experiencing.

"The power surge must have affected the watch in significant ways," Max explained to Wildmutt who growled slightly and began transforming again.

SPARK! FLASH! WHOOSH! CREAK!

Red skin slowly replaced, Wildmutt's orange fur as a large and furious Tetramand emerged who broke the energy binding and stamped his feet on the ground.

ZAP! SPARK! THUD!

Pissed off with everything Vilgax had done, Four Arms slowly dragged his right arm out of the container.

Creak... BLAM!

The container exploded violently as Vilgax's spaceship then ended up rocketing upwards into Earth's atmosphere.

WHOOSH! ZAP!

Inside the spaceship, Four Arms gritted his teeth before he angrily boomed loudly, "Alright... NOW, I'M MAD! RARGGGHHH!"

Ripping off the energy shield surrounding him with his huge strength, Four Arms landed on the metallic floor and faced the container machine in rage.

"Smash..." Four Arms muttered darkly as the Tetramand raised his huge fists and began taking out his anger on the container machine.

SMASH! WHAM! CRACK! BLAM!

The Tennyson trio watched on in shock as Four Arms pummeled the machine in rage before he grabbed hold of it an ripped the machine off the wall.

SNAP! CRACK! WHOOSH! BOOM!

Four Arms then tossed the machine against the wall's of Vilgax's ship in a fit of rage as the giant machine scattered against the wall of the Chimerian Hammer.

Peering her head upwards, Gwen noticed various probe droids sweeping in as she yelled loudly, "Look out!"

KA-BLAM! BOOM! BLAST! CRASH!

Dozens of laser beams crashed into the ground of the ship as Four Arms raised his arms in response with the Tennyson trio ended up scattered across the room heading for cover.

WHOOSH!

A probe droid then swept past Four Arms as the Tetramand grabbed hold of the robot via his lower arms.

"RARGGGH!" Four Arms screamed as he raised his upper arms and smashed the robot drone to pieces.

CRASH! SMASH!

Tossing the probe droid to the side, Four Arms angrily faced Vilgax's forces and shouted, "BRING IT ON! I'LL RIP ALL OF YOU APART!"

THUD! THUD! THUD!

SMASH! BEEP! WHAM! BLAM! CRASH! BOOM! WHOOSH! THUD! CRACK!

The Tetramand began ripping Vilgax's robotic army apart as he cackled loudly enjoying the mayhem and destruction he was causing to Vilgax's spaceship.

Realizing how dangerous a highly enraged Tetramand was, Max carefully moved away from Four Arms as he ripped a robotic worker in half with his arms.

CRASH! SLICE! THUD!

At the same time...

As Four Arms continued his rampage, Ben and Gwen were crouching down together and talking amongst the chaos in the control room.

"So are you ready Gwen?" Ben asked his cousin.

"Yeah, I am. Just try and aim for the red robots okay Ben?" Gwen spoke back.

Ben smirked and nodded back to Gwen who smiled in response.

Both kids then powered up their laser pistols.

Beep...

"NOW!" Ben yelled loudly to Gwen.

Understanding the plan, Gwen then stood upwards and began firing green laser beams from her weapon.

BEEP! WHOOSH! BLAM!

Whilst Gwen drew attention to herself, Ben ran across the room away from Gwen and began firing green laser beams randomly.

BEEP! WHOOSH! THUD! BLAM! CRASH! THUNK!

Ben's green laser beams narrowly impacted all the metallic surfaces in the control room before a laser beam impacted a probe droid.

BLAM! WHIRR... SLAM!

The probe droid sparked and glitched as it slid on the floor sparking violently.

Continuing to run, Ben yelled out, "Awesome!" in response as he continued firing laser beams.

With Gwen...

BEEP! WHOOSH! BLAM!

Gwen was more accurate and careful with her shots as she took aim and fired two probe droids down in one shot.

BLAM! WHIRRR... SLAM! CRASH!

The drones crashed onto the ground as Gwen stopped firing briefly and looked at her weapon before muttering, "I have to admit, this is pretty cool."

As the conflict inside the Chimerian Hammer continued, the Tennyson's and Four Arms were slowly winning the tide of the battle.

BLAM! BOOM! CRASH! KA-BLAM! THUNK! WHAM!

Max narrowly dodged several laser beams from either side as he scrambled around the battlefield looking for the control panel to stabilise the spaceship.

SNAP! WHAM! CRASH!

A robotic workforce drone was sent flying to the side as it sparked violently.

The last thing it knew was a massive red foot crushing its robotic head.

THUD!

Removing his giant foot from the crushed robot's head, Four Arms turned around and threw his right fist towards another probe drone.

SPARK! FLASH! WHOOSH!

Four Arms immediately froze in shock as he began transforming.

Slowly his red body shrank down and became more ghost-like as the punch then phased through the robot drone.

WHOOSH!

Floating above the ground, Ghostfreak looked around in confusion before muttering darkly, "Ghostfreak?! I'm back..."

Looking around, Ghostfreak's singular purple eye spotted a robotic drone charging towards him.

Acting on instinct, Ghostfreak turned intangible and vanished floating upwards.

Whoosh...

The confused robotic drone looked around in confusion for Ghostfreak as the Ectonurite turned visible again.

Whoosh...

Swooping down, Ghostfreak placed his hands on his chest and peeled open the skin above his chest.

RIP! SLURP! THWACK! SLAP!

The humanoid robot was then ensured by a series of thick black tentacles with white lines on them.

Grunting slightly, Ghostfreak used his tentacles to restrain the robotic worker before he floated upwards across the ground.

WHOOSH! SPARK! ZAP!

The Ectonurite then flew across the chamber dragging the robot upwards before Ghostfreak's tentacles retracted back into his skin.

Slurp... SHARP!

With gravity taking over, the robotic worker plunged to the ground and was destroyed upon impact.

WHEE... SMASH! WHAM!

Placing his grey skin back over his chest, Ghostfreak praised himself muttering, "Nice... Work..."

SPARK! FLASH! WHOOSH!

Ghostfreak then felt himself getting smarter and more clever.

Realizing he was changing again, Ghostfreak floated down to the ground as he transformed into Grey Matter.

"Alright!" Grey Matter cheered happily as the Galvan flew towards the ground.

Noticing a large probe drone floating above him, Grey Matter landed on the drone and used his suction cups to cling onto the metallic surface of the robot.

WHOOSH! THWIP!

Landing on the robot, Grey Matter then crawled underneath the probe droid.

Immediately, the probe droid froze and began sparking violently.

ZAP! SPARK!

Inside the robot, Grey Matter giggled happily as he modified the electrical cables within the machine shouting out, "A little alien know-how and the toaster is toast!"

The probe droid then shuddered violently before it groaned and plummeted towards the ground.

Seeing his job was done, Grey Matter crawled out from the robot and leapt away from it.

WHOOSH! THWIP! CRASH! WHAM!

Grey Matter then leapt onto another robotic drone before he clambered inside off it ready to repeat the same process.

SPARK! FLASH! WHOOSH!

Grey Matter then felt himself becoming bigger and more digital.

Smiling happily, Grey Matter embraced his transformation into Upgrade.

On instinct, Upgrade morphed into a blob and began covering the probe droid.

SPLAT! WHRRR! Slither... ZAP! SPARK!

The blob slowly mutated and covered the probe droid as it increased in size.

BEEP! WHOOSH! BLAM!

Gwen then destroyed another probe droid with her laser pistol that went clattering to the floor.

Staring upwards, Gwen gasped that caught Ben's attention as well.

Upgrade had merged with one of Vilgax's probe droids.

The Upgrade covered robot was twice as big and was covered in thick black coating along with green lines running across the centre.

The Omnitrix symbol was in the centre of the head of the drone as Upgrade's eye morphed in the centre of the robot.

"Behold, perfection!" Upgrade dramatically yelled to everyone in the room.

Almost instantly, the drone began spinning wildly like a chainsaw.

WHOOSH! WHIRRR!

Then Upgrade commanded the drone to slice through Vilgax's remaining robots.

SLICE! WHAM! CRASH! SLICE! THUNK! BLAM!

The drones exploded on impact as smoke and rubble rained across the room as Upgrade wiped out the last probe droid in the control chamber.

SLAM! WHACK!

The last probe droid impacted the ground as all became quiet in the chamber with Ben and Gwen no longer firing their laser pistols.

Rumble... THWOOSH!

The Chimerian Hammer was now plummeting towards the earth at a high speed and velocity instead of plunging upwards into the atmosphere.

At the same time, a Shield convoy was watching the spaceship plunge down to the ground on a nearby hill.

Using a pair of high-tech binoculars, Phil Coulson watched the spaceship plunging before speaking through his earpiece, "Sir, it would appear that you were right. Should we mobilize our forces one this thing crashes into the ground?"

"Yes, if the ship crashes into the ground, we'll send a strike team with Agent Barton leading over to investigate." Nick Fury responded via the earpiece.

"Understood, thank you." Phil Coulson replied in response.

Back inside the Chimerian Hammer...

WHIRRR! SMASH! WHAM! CRASH! THUD!

Max had grabbed hold of a large dissector tool and used it to rip apart the bottom of a huge probe droid.

The robot sparked wildly before it stopped functioning and went limp.

Stepping back, Max placed the device inside the large robot and watched as it flew off to the side.

WHOOSH! WHACK!

Running to the control panel of the ship Max shouted out loudly, "I've got to get this ship under control!"

At the same time, Upgrade demorphed off the robotic probe droid and landed on the floor in a blobby mess.

SPLAT! WHRRR! Slither...

Slowly morphing back to his normal humanoid form, Upgrade looked around the chamber checking all was clear as then spotted Ben and Gwen running over to him.

Hearing Max shout, Upgrade asked Ben and Gwen, "He can fly a spaceship?"

"At this point, nothing surprises me," Gwen replied in response.

Whilst Max ran off to the control panel and tried to get Vilgax's ship airborne again, Upgrade began to talk to Ben and Gwen to get some answers on what had occurred.

"So where did you two get those laser pistols anyway? And why is the watch symbol on them?" Upgrade questioned Ben and Gwen.

"Grandpa got some cool stuff from a secret base under Mount Rushmore." Ben informed Upgrade as Gwen added, "And the watch symbol is some kind of peace symbol."

Rubbing the back of his head Upgrade rambled out, "Man, I sure missed a lot. I don't remember much before the fight began oddly."

Remembering Stan's odd behaviour earlier, Ben pointed out, "This is going to sound crazy Stan, but your eyes seem to have a habit of changing colour. to green."

"Uh what? It's impossible for that to occur within a person like me." Upgrade replied not believing what Ben said.

"Believe us, it did happen, plus it's not the first time. Remember when Kevin tried to drain the watch?" Gwen reminded Stan.

"Oh yeah, I do... I don't remember much though from it. We'll figure it out later..." Upgrade rambled to Ben and Gwen before...

"ARGGGGHHHH!" Max screamed in pain.

Turning around, the kids noticed Vilgax clutching Max by his shirt.

"Oh god!" Upgrade shouted in shock as Ben and Gwen yelled at the same time, "Grandpa!"

While everyone else was recovering, Vilgax had managed to recover and attack Max.

WHOOSH! SMACK!

Vilgax then tossed Max across the chamber near the edge of the hole where the hull was breached.

The wind howled outside as Max struggled to get up before Vilgax stomped over and placed his foot on Max's chest.

CRUSH!

"ARGHHH!" Max continued screaming in pain as Vilgax increased the pressure on Max's chest.

Shaking slightly, Upgrade ran forward near Vilgax and began charging up his eye for a large laser beam.

BEEP...

Following Upgrade's example, Ben and Gwen also charged up their laser pistols as well.

BEEP... BEEP...

"Gah..." Max muttered struggling to breathe as Vilgax ranted, "Your weapon will not help Tennyson! As you can see I am much stronger than in our last encounter."

FLASH! KA-BLAM!

Three laser beams then blasted into Vilgax's back that reflected off his thick armour.

The galactic tyrant then turned around and stared blankly at Upgrade rasping, "Pathetic. I will deal with you vermin shortly."

Facing back to Max, Vilgax continued increasing the pressure of his foot onto Max.

Max wheezed, even more, struggling to breathe for air as Ben and Gwen gulped in fear.

Looking at Vilgax and Max, Upgrade sighed sadly and turned his head to Ben and Gwen.

"Ben, thanks for being an awesome best friend who has supported me over the years since we met. You've always been there for me being helpful and brave." Upgrade sadly complimented Ben.

Confused, Ben and Gwen stared at the Galvanic Mechamorph back as Ben asked, "Huh? What are you doing?!"

Gwen, even though we first met three weeks ago, you've been an awesome person to get on with, I respect your honesty, smartness and your kindness. Even though we've bumped heads a few times... Thank you." Upgrade complemented Gwen as he turned around.

"You aren't thinking about this are you?!" Gwen shouted to Upgrade in shock.

Turning his back to Gwen, Upgrade explained fully, "Vilgax is after me, and I'm the only one who can stop him for good."

Turning back to face Ben and Gwen, Upgrade sadly replied, "I'll miss you both, and tell Max this, he was a great uncle figure for me and he has my utmost respect. Also, contact my mom and tell her, I love her. Goodbye."

It was too much to bear.

Ben then began crying as he struggled to hold his tears back whilst Gwen froze in shock and fear as Upgrade waved goodbye and ran towards Vilgax.

"NOOOO!" Ben and Gwen shouted together at the same time in sync.

Increasing his speed, Upgrade then rammed into Vilgax and shoved him out the gap in the hole.

SHOVE! WHOOSH!

"We're going out together squid face!" Upgrade mocked Vilgax who yelled out in shock, "ARGHH!"

Slowly recovering, Max then noticed Upgrade and Vilgax plummeting down to Earth.

Speechless, Ben and Gwen helped him back up as Vilgax's spaceship began plummeting upwards into the sky.

"Stan!" The Tennyson trio loudly yelled in fear and shock.

WHOOSH!

Smiling slightly, Upgrade knew that Vilgax would surely perish due to the vast fall height.

Grunting in rage, Vilgax struggled to break free whilst Upgrade stayed calm and peaceful.

"Let go of me you damn Galvan Mechamorph!" Vilgax shouted at Stan enraged.

"Sure, why not? Bye Bye!" Upgrade cockily replied in response.

Upgrade then let go off Vilgax.

WHOOSH! WHUMP!

Immediately, Upgrade's body floated upwards like a parachute because of his lighter body.

Vilgax was the exact opposite being larger and bulkier.

Both aliens fell towards the Mount Rushmore region as Vilgax crash-landed in the nearby forest.

CRACKA-BOOM!

The massive impact shook the ground significantly as trees, bushes and other objects were sent scattering across the area.

A huge crater is full of mud and dirt from the impact with a huge cloud of dust and smoke flying upwards from the forest.

The impact also caused nearby birds and other wildlife to flee the area.

Hearing the sonic boom of the explosion, Upgrade gently floated down towards the stone presidential heads of Mount Rushmore.

"Hmph. I'd like to see him recover from that. Worked on Doomsday when Superman was fighting him, should work on him." Upgrade quoted an infamous villain as he aimed his floating body towards the head of Abraham Lincoln.

Upgrade couldn't help but admire the view of the rocky landmark before he groaned in pain, "Ugh..."

Feeling another random metamorphosis overwhelm him, Upgrade became more fish-like as he morphed into Ripjaws.

SPARK! FLASH! WHOOSH!

Stunned, Ripjaws was still floating in the air before he muttered, "Ah crap. WOAH!"

The Piscciss Volann then plummeted towards the rocky head before he impacted on the nose.

WHOOSH! SMACK!

Groaning in pain, Ripjaws struggled to clamber onto the nose leaving claw marks in the face of the rock.

"Sometimes I hate this watch for doing stupid mistakes like this!" Ripjaws shouted out angrily.

Carefully, Ripjaws then began the low and slow process of climbing up the rock face determined to hide and get away from Vilgax.

 _"I just hope that the stunt I pulled was enough to stop him."_ Ripjaws briefly thought as he continued climbing up the rock face.

In the nearby area away from the mountain...

Phil Coulson scanned the area with the high-tech binoculars as the small convoy was parked on a nearby roadside.

Zooming in with the scan feature, Phil noticed Ripjaws slowly clambering back onto the head of the rock face he was on.

Spotting the Omnitrix symbol on Ripjaws, Phil then aimed the binoculars downwards and noticed Vilgax slowly emerging from the crater.

Enraged with the failure of his plan Vilgax yelled loudly, "NOOOOOOOOO! I WON'T LOSE THE OMNITRIX NOW!"

Vilgax's voice echoed throughout the valley as the galactic tyrant punched the muddy in rage.

KA-THWACK!

Removing his fist from the ground, Vilgax stomped off and began searching the area for Stan.

Having noticed the two alien combatants, Phil Coulson removed the binoculars and handed them over to a nearby Shield agent and activated his earpiece radio again.

"Fury, we've just found the targets over with what appears to be Vilgax..." Phil Coulson muttered in shock on the radio.

"Vilgax? Last time I heard about him, he was trying to steal nuclear warheads in the early 1970s before the Plumbers stopped him. Are you sure that's him down there?" Nick Fury asked back in surprise.

"Yes, it is. What are my orders?" Phil replied on the earpiece.

"With your current forces, fighting against someone as strong as Vilgax head-on would be suicide, it would possible to assist from a long-range distance with projectile weaponry." Nick Fury suggested to Phil.

Liking the idea, Phil Coulson asked, "You mean a rocket launcher?"

"Yes, I believe that the convoy we supplied you with has a standard FIM-92 Stinger with a few rockets." Nick Fury explained before adding on, "I believe that you may able to assist the watch wielder from long range but it will be hard to intervene at close range because we don't where they will fight."

Before Phil Coulson could reply, large echoes of fighting echoed across the valley as dust and smoke started rising from the Mount Rushmore heads.

"Hold on, we've got trouble. It seems as if the targets have just begun fighting on the Mount Rushmore heads." Phil Coulson reluctantly informed Fury on the earpiece.

"Damn, this is going to be a hard mess to clean up. Be a few billion dollars to fix the statues up if not more." Nick Fury reminded Phil in annoyance.

As they continued to talk, large cracks and clouds of smoke and dust were visible from Mount Rushmore that phased into the sky as the sounds of the battle echoed across the valley.

"So, what's the current plan then?" Phil asked Fury who ordered, "Focus the Stinger missiles on Vilgax, but not the other target understand?"

"Yes sir, I do. Coulson out." Phil Coulson replied ending the conservation.

Turning off the earpiece, Phil watched the battle before smirking and muttering, "Not often you get to use a Stinger."

Meanwhile up in the Earth's atmosphere...

THWOOSH!

The Chimerian Hammer was now plunging back down towards Earth with a massive plume of black smoke trailing behind the spaceship.

Inside the spaceship, Max struggled to gain control of the vessel as the spaceship continued to shake and fall apart.

Unable to control the ship, Max gave up and yelled to the kids, "I can't get this thing under control! We've got to get out of here!"

Turning towards the Rust Bucket Max smiled as Ben grinned slightly whilst Gwen sulked in reluctance.

The Tennyson trio then ran towards the Rust Bucket and braced themselves for a wild and crazy experience.

A few mins earlier on Mount Rushmore...

Ripjaws had managed to successfully climb up to the top of the stone head just as he heard Vilgax's shout echoing throughout the valley.

Exhausted, the Piscciss Volann continued to move before he gave up and collapsed onto his back.

Facing the heat of the blistering sun, Ripjaws wheezed in pain mumbling loudly, "Need... Water... Can't breathe..."

THWOOSH! Rumble...

Ripjaws then noticed a large plume of smoke and dust rise high into the air before Vilgax emerged from the horizon.

WHOOSH! CRASH!

Vilgax then crash-landed on the stone head and noticed Ripjaws struggling to breathe.

Stomping over to the Piscciss Volann, Vilgax mockingly stated, "You are a slippery little fish child, but no longer."

Leaning down, Vilgax held out his claw to deactivate the Omnitrix only for Ripjaws to feel himself transforming again.

Ripjaws felt himself getting quicker and faster as he transformed into XLR8.

SPARK! FLASH! WHOOSH!

Stunned, Vilgax noticed the Kincrelean speed off and appear next to Vilgax like lighting.

ZIP! THWOOSH!

Vilgax turned around and noticed XLR8 staring at him with his helmet covered up.

"I can still give you a run for your money, I'm so fast you won't catch me." XLR8 muttered to Vilgax who yelled back, "You can't hide from me forever brat!"

WHAM!

"Hiss..." XLR8 hissed back violently as his tail lashed out and smacked the dirt ground tensing up.

The Kincrelean's helmet then retraced back up his green eyes stared at Vilgax before he muttered angrily, "No, not anymore."

XLR8's helmet then went back down and covered his face before the Kincerlean entered a guard stance with his claw-like hands tensed.

Glaring at XLR8, Vilgax muttered darkly, "Very well then, One of us will be victorious today, and that will be me as I will conquer the universe!"

Whirrr... THUMP!

Vilgax's arms then increased in size because of his nanomechanical technology until they twice the size then they were normally.

"No, you're going down! I'm facing my fears and stopping you today for humanity and everyone else!" XLR8 shouted back before he zipped towards Vilgax.

ZIP! WHOOSH!

Seeing XLR8 running towards him, Vilgax then ran towards XLR8 in response.

THUD! THUD! THUD!

Both aliens then ran towards each other before they collided in a large dust cloud.

KA-BLAM!

And so began a long and lengthy duel which in the years to come would be known as the 'First duel of Mount Rushmore' in later years.

CRASH! BOOM! THWACK! KICK! THUD! CLANG!

XLR8 grunted slightly as he dealt out a series of speedy jabs and cross that was so quick punches bounced off Vilgax's thick armour and legs.

Annoyed, Vilgax raised his fist and slammed the ground near XLR8.

WHOOSH! SLAM!

The Kincerelan narrowly dodged the thick punch that slammed onto the ground as XLR8 ended up skidding sidewards on his back.

"Ooof!" XLR8 complained in annoyance before he quickly jumped back up on his feet.

"Your attacks are pathetic!" Vilgax ranted to XLR8 who yelled back defiantly, "I just need to find a weak spot!"

"HAAA!" XLR8 shouted out as he charged towards Vilgax.

ZIP! WHACK! KICK! THUD! CLANG!

XLR8 then began punching Vilgax with numerous jabs and crosses before Vilgax grabbed hold of XLR8's raptor-like tail.

GRAB!

"GAH!" XLR8 yelled in shock as Vilgax dragged XLR8 into the air before he slammed the Kincerelan onto the rocky ground.

XLR8's face impacted the ground before Vilgax tossed him to the side.

SKID! SMACK...

XLR8 skidded across the thick rubble and moaned in pain mumbling, "I'm going to feel that tomorrow."

"For you, there is no tomorrow!" Vilgax shouted back as he charged towards XLR8.

Panicking, XLR8 prepared to flee when he felt a familiar sensation flow through him of strength.

Grinning, XLR8 then transformed into Four Arms just as Vilgax raised his fist and yelled, "It's over!"

SPARK! FLASH! WHOOSH!

Instantly, a large red-skinned hand grabbed hold of Vilgax's large arm.

Shocked, Vilgax muttered loudly, "Hmm... A Tetramand... I see."

Slowly, Four Arms stood up from the ground and confronted Vilgax in height as he grinned darkly with his lust for battle overwhelming his common sense.

"No, it's over for you." Four Arms sarcastically replied.

CRACK! WHAM!

Four Arms then threw a violent right hook towards Vilgax's face.

The impact from the punch momentarily stunned Vilgax as he stepped back in pain.

Seeing his opportunity, Four Arms charged towards Vilgax yelling loudly, "THIS IS FOR PISSING ME OFF EARLIER! RARRGGH!"

Vilgax stepped back in shock and began blocking punches from the enraged Tetramand.

WHOOSH! THWACK! BLAM! CRASH! CRACK!

Both of the giant aliens traded punches of equal colossal strength that slowly ripped the stone foundations of the head apart with each blow they gave.

Then, both aliens grappled it out together as they stared at each other hatefully.

CRACK! RUMBLE...

The rocky ground they were standing on then started to crack and crumble slightly.

"Man, you're pretty tough aren't you? My hearts just getting pumped about winning against you." Four Arms calmly stated to Vilgax.

Knowing that Tetramand's were hot-headed, Vilgax ranted back, "I see, But you can't beat me with raw strength alone brat!"

In response, Four Arms headbutted Vilgax on his breathing mask.

SLAM! CRACK!

"ARGH!" Vilgax howled in agony stunned that his breathing mask had been damaged.

THUD! THUD!

Vilgax stepped back dazed by Four Arm's blow before the Tetramand screamed, "RARGHHH!"

KA-WHAM!

Four Arms slammed his left fist into Vilgax's face using all the remaining strength he had left.

WHOOSH! KA-BLAM!

Vilgax was sent flying across the rocky head before he crashed into a nearby cliff face.

Rumble... CRASH! WHAM!

Rocky debris and rubble covered Vilgax briefly as Four Arms smirked in victory satisfied with his current effort.

"It's still not enough. I need something else to beat him, oh here we go again..." Four Arms rambled before he began transforming again.

The Tetramand felt himself getting smaller and more insect-like as Stinkfly emerged from where Four Arms once stood.

SPARK! FLASH! WHOOSH!

The Lepidopterran slowly flew upwards against the rocky debris as Vilgax smashed his way out of the rocky rubble.

Glaring at Stinkfly in hatred, Vilgax ranted out in anger, "How?! I am Vilgax, ruler of the universe! A mere child cannot beat me let alone a Lepidopterran!"

Stinkfly smirked back in response and giggled slightly before he taunted Vilgax, "Well, why don't you come and get me then?"

Vilgax glared at Stinkfly before he jumped upwards and lunged at the Lepidopterran.

WHOOSH! ZIP!

Stinkfly then dodged the lunge by using his wings as he manoeuvred left narrowly missing Vilgax who landed past him on the scarred ground.

THUNK!

"Missed me!" Stinkfly mocked Vilgax who yelled back, "Stay still!"

Laughing happily, Stinkfly once again dodged Vilgax before he inhaled his mouth and eyestalks.

WHOOSH! ZIP!

SPLOT! SPIT SPLAT!

The eyestalks and mouth opened up as Vilgax was covered in Stinkfly goop.

Infuriated, Vilgax wiped the goop off his armour before he managed to grab Stinkfly's tail.

"Oh crap!" Stinkfly yelled in shock as Vilgax dragged the Lepidopterran to his face.

"You will pay for humiliating me!" Vilgax rasped darkly in Stinkfly's face who glared back in response when...

PEW! Ding...

The sound of a missile launching was heard in the distance.

Confused, both combatants looked up and noticed a large steel missile rising from a nearby road and flew towards Vilgax.

In response, Vilgax dropped Stinkfly onto the rocky ground and walked forward into the path of the missile.

WHAM! BOOM!

The missile exploded on impact as metallic rubble was sent flying everywhere.

Unknown to Vilgax, Stinkfly felt himself becoming stronger and more diamond-like as he transformed into Diamondhead.

SPARK! FLASH! WHOOSH!

As the missile smoke cleared, Vilgax chuckled and mused loudly, "It would appear that your friends are trying to prevent your inevitable demise. They are nothing in the grand scheme of things."

Slowly standing upright from the ground, Diamondhead confronted Vilgax mocking him, "Hey, you forget about me Vilgeek? Or are you ready to end this?"

Turning around, Vilgax noticed the Petrosapien who placed his hands together and morphed them into crystal shards before yelling, "Special delivery!"

THWOOSH! CRACK! BLAM!

Running forward, Diamondhead fired a series of diamond shards that bounced off Vilgax's armour as he stood still.

Annoyed, Diamondhead morphed his right hand into a large diamond sword with his left hand morphing back to a normal one.

Clutching the diamond sword with his left hand, Vilgax smirked at the Petrosapien saying, "Impressive, But that won't work!"

Glaring at Vilgax, Diamondhead charged forward shouting, "This is for giving me nightmares and attacking Max! HAAA!"

Jumping upwards, Diamondhead slammed the giant diamond sword into Vilgax's face.

SMASH! CRACK!

The diamond sword shattered into pieces of crystal.

Gritting his teeth in pain, Diamondhead slowly morphed his right hand back to normal and clenched his first whilst Vilgax shook his head and stared at Diamondhead.

"That hurt me." Vilgax rasped under his breath.

"Good. I hope it does." Diamondhead bluntly responded as Vilgax snapped yelling angrily, "That hurt me... HOW DARE YOU!"

Furious, Vilgax slammed down his huge fists on the stone head as the structure finally failed.

Rumble... Shake...

Panicking Diamondhead quickly scrambled back off the head and moved onto another part off the rock face as Vilgax charged towards him.

CRACKA-BOOM!

The rocky head crumpled into debris as the giant structure imploded and rumbled down into a massive avalanche of boulders and rocks raining down the cliffside into the valley below.

THUD! THUD!

Back on top of Mount Rushmore, Vilgax finally shouted out loudly, "NO MORE GAMES!"

Realizing that Vilgax was slowly losing his patience, Diamondhead briefly realized, _"He's losing his focus, If I can just revert to Four Arms, I can finish him off for good!"_

"Someone's having a temper tantrum!" Diamondhead yelled back in response.

Quickly, Diamondhead morphed his right hand into diamond shards whilst his left hand was morphed into a small crystal-like sword.

THWOOSH! WHACK! SLICE! THWACK!

Diamondhead used his sword to slice Vilgax numerous times whilst he also fired several diamond shards to distract him as well.

Annoyed, Vilgax grabbed hold of Diamondhead's face in response with his left hand and dragged him upwards above the rocky floor.

"MMPHH!" Diamondhead grunted loudly as his hands morphed back to normal.

Raising his thick clawed right hand, Vilgax began horrifically punching Diamondhead's face repeatedly.

CRASH! THWACK! CRACK!

Diamondhead's face cracked and shattered as the Petrosapien groaned in pain.

"Why don't you just give up? Victory is futile." Vilgax mockingly asked Diamondhead.

"I can't give up..." Diamondhead groaned in response.

"WHY NOT?!" Vilgax snapped yelling loudly as Diamondhead explained, "Because... people are counting on me to win."

"What insignificant rubbish." Vilgax rasped darkly as he dropped Diamondhead on the rocky floor.

Whumf!

Preparing to finish Diamondhead off, Vilgax stood upright and raised his fist before declaring darkly, "Now perish brat!"

Diamondhead, however, grinned slightly as he felt another metamorphosis occur with his body becoming more ghost-like.

SPARK! FLASH! WHOOSH!

Diamondhead then morphed into Ghostfreak as Vilgax's hand then slammed the rocky ground as the punch morphed through the Ectonurite.

WHAM! Whoosh...

Ghostfreak's singular purple eye stared at Vilgax blankly before he gasped happily, "Yes... Sometimes I... love this watch..."

The Ectonurite then turned intangible and vanished into the mountainside away from Vilgax.

Whoosh...

Sighing darkly, Vilgax raised his fist back from the mountain floor and slowly allowed his mutated arms to shrink back down to their normal size.

Whirrr... THUMP!

Smoke hissed out from Vilgax's arms as the galactic tyrant slowly calmed down after the long and lengthy duel he had.

THWOOSH! Rumble...

A massive shadow then appeared over Vilgax.

Looking up, Vilgax noticed the Chimerian Hammer plunging over the mountain as it dived downwards into the forest behind the mountain.

KA-CRASH! WHAM! SCREECH!

The massive spaceship ploughed through the forest sending trees and more muddy debris scattering through the air.

Chuckling darkly, Vilgax muttered loudly, "I know just what to use as leverage."

Vilgax then leapt off the mountain and jumped ahead into the distance towards the Chimerian Hammer.

WHOOSH! THUD! THWOOSH! WHAM!

At the same time inside the Chimerian Hammer...

WHOOSH! SCREECH!

The Rust Bucket was speeding down a thick red maintenance corridor.

Inside the RV, Gwen was strapped in the front seat near Max whilst Ben was strapped into the side booth clutching onto the table tightly.

"Better hang on to something kids, this may get a little bumpy!" Max informed Ben and Gwen.

Gwen gulped and braced herself for the rough journey as Ben gripped the table even tighter.

Max then revved the Rust Bucket even faster.

WHRRR! WHOOSH! THWACK!

The Rust Bucket then smashed through the wall of the maintenance corridor and a glass window.

SMASH! CRASH!

Finally, the Rust Bucket breached the outer hull of the spaceship.

WHAM! WHOOSH!

The Rust Bucket ended up being launched sidewards out before the large RV plummeted towards the ground.

"ARGHHH!" Gwen screamed loudly panicking as Ben held onto the table closing his eyes hoping things would be alright.

Back with Ghostfreak...

Whoosh...

The Ectonurite emerged out of the rock face and became tangible again muttering, "Please... don't turn... on me... now okay?... Oh no!"

Looking down into the valley, Ghostfreak noticed the massive wreck site of the Chimerian Hammer dominate the landscape.

A massive mud trench led up the wreckage as huge plumes of smoke and dust rose from the massive trench and spaceship.

Quickly floating down towards the wreck site, Ghostfreak hoped that the Tennyson trio was okay and not in any danger...

In the mud trench itself...

Half a mile away from the wreck of the Chimerian Hammer, the Rust Bucket was stuck in the mud trench.

Inside the RV, Max groaned in exhaustion before he noticed a shattered Ben walking up to him.

"You alright kids?" Max asked Ben and Gwen.

Gwen who was significantly tired suggested out, "Ugh, at times like this going back to school doesn't seem so bad."

"I can't believe I'm agreeing with you, but you're right," Ben spoke agreeing with Gwen.

CRASH!

The sound of something being broken was heard outside as the Tennyson trio looked around in confusion not noticing Vilgax emerge from the smoke from the front window.

"Stan?" Everyone asked at the same time.

Frowning, Ben turned around and noticed Vilgax staring at the group from the front window.

"GAH!" Ben gasped in shock as Gwen and Max faced the front window as well.

SMASH!

Floating nearby, Ghostfreak heard the front window being smashed.

Worried, Ghostfreak flew near the Rust Bucket and noticed the front window of the Rust Bucket destroyed.

Looking around, Ghostfreak then spotted Stan's tattered backpack amongst the rubble inside the RV.

Carefully, Ghostfreak grabbed hold of the backpack and placed it inside the Rust Bucket before he called out loudly, "Max... Ben... Gwen...? No!"

The Ectonurite then phased through the Rust Bucket and exited the back of the RV when he noticed Vilgax.

Vilgax was carrying Gwen and Max in his thick hands whilst Ben was pinned down against his foot struggling to move and escape.

Glaring in anger, Ghostfreak began transforming as he felt himself become more primal and animalistic.

SPARK! FLASH! WHOOSH!

The Ectonurite morphed into Wildmutt quickly.

Landing on all fours, Wildmutt glared at Vilgax before he roared, "ROARRRRRR!"

The roar blared across the area as Vilgax bluntly stated, "It's your choice. You or them."

Vilgax then slightly increased the pressure on Ben's back.

"Urgh..." Ben whimpered in fear as Wildmutt slowly growled back in response.

Realizing Vilgax had backed him into a corner with no way out, Wildmutt sadly whimpered in defeat, "Grrrrr..."

Understanding, Wildmutt had surrendered Vilgax dropped Gwen and Max onto the ground as he then released his grip on Ben and stomped over to Wildmutt.

THUD! THUD! THUD!

 _"I'm sorry guys. I lost and failed."_ Wildmutt thought sadly in his head as Vilgax leaned down and tapped the Omnitrix symbol on Wildmutt's pad.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Wildmutt's pad then beeped red numerous times before Wildmutt transformed.

FLASH!

A large flash of bright red blinded Vilgax slightly before a kneeling Stan was revealed staring sadly at the floor.

Knowing that the Omnitrix was drained due to numerous transformations, Stan reluctantly gave up.

"How noble," Vilgax commented Stan who stayed silent in response.

Vilgax then grabbed hold of Stan's t-shirt collar and slowly dangled him towards the Chimerian Hammer at a rapid pace.

At the same time, Ben slowly woke up Gwen and Max who watched Vilgax drag Stan off horrified at Vilgax winning.

"No... It can't end this way!" Ben protested angrily as Gwen muttered in disbelief sadly, "I don't know what to do..."

Surprisingly Max warned Vilgax yelling out, "Vilgax, don't go back in there!"

Vilgax merely ignored Max's pleading and sarcastically replied, "Foolish earthling, why wouldn't I?"

WHOOSH! THUD!

Vilgax then jumped back on the Chimerian Hammer as the large spaceship slowly retook off from the mods car.

THWOOSH! Rumble...

Smiling, Vilgax then walked to the control chamber when...

BEEP! BEEP!

A large alarm blared through the ship as the Chimerian Hammer began to shake and rumble violently with minor explosions littering the spaceship.

BLAM! Rumble... BOOM!

Stunned, Vilgax quickly dropped Stan onto the metallic floor panicking for the first time.

Whumf! THUD! THUD! THUD!

"The auto-destruct sequence has been initiated!" Vilgax raged in shock and fear as he ran over to a control console.

Quickly, Vilgax attempted to deactivate the self-destruct sequence as Stan slowly groaned and looked around the chamber.

Noticing the laser cannon nearby that Max had previously used, Stan slowly sneaked over to the weapon hoping not to attract Vilgax's attention.

SPARK! GLITCH! ZAP! BLAM!

The console that Vilgax was using then sparked and blew up.

Vilgax stepped back in rage and began shaking slightly before he yelled loudly, "NOOO! TENNYSON! YOU ARE THE THORNE IN MY SIDE!"

Vilgax then began smashing the control panel in anger as Stan carefully grabbed the laser cannon Max had used and began charging up the weapon.

SMASH! WHAM! THUD! CRACKA-BEEP!

Aiming the weapon at Vilgax who was punching a nearby industrial pipe.

Once aimed, Stan decided to use his new berserk button nickname for the galactic tyrant.

"Hey, Vilgeek!" Stan mockingly called out to Vilgax.

Confused, Vilgax turned around and noticed Stan aiming the laser cannon as he muttered, "What?!"

CRACKA-BEEP! WHOOSH! KA-BOOM!

Stan then activated the laser cannon as a massive beam of blue energy blasted Vilgax.

The blue energy beam sent Vilgax flying into a steel wall.

WHOOSH! SLAM! CRACK!

Immediately, after Vilgax crashed into the wall, it triggered a disastrous chain reaction.

The Chimerian Hammer began falling apart and imploding around Stan and Vilgax.

CRACK! RUMBLE... WHAM!

A massive industrial pipe then crashed onto Vilgax and covered him as other metallic debris plunged onto Vilgax.

"Rule number one, when capturing someone. Never turn your back!" Stan reminded Vilgax before he dropped the large laser cannon onto the floor.

Giggling happily, Stan sarcastically waved goodbye to Vilgax before he ran off as his laughter increased.

Shaking slightly, Vilgax felt his red eyes twitching as the sheer humiliation and constant failures Stan had caused him.

He had never felt like this before.

Stan's constant laughter and happy personality were extremely annoying to him.

And then the various alien forms fighting him.

Ten different alien species had been used by a human child to beat him.

The Tetramand, The Galvanic Mechamorph and The Petrosapien were the worst however as they caused him the most trouble.

And then he understood something shocking.

The alien forms were extensions of Stan Hopkins himself.

No wonder he had lost.

A galactic conqueror, ruler of Vilgaxia and one of the most feared beings in the Universe.

Infuriated with this revelation, Vilgax finally snapped.

"NOOOOOOOOOOOOOOOOOOOO!" Vilgax yelled loudly as his anger and sanity got worse with his booming scream.

Hearing Vilgax's final yell, Stan stopped laughing and noticed the Omnitrix had now fully recharged.

BEEP!

"Oh yeah! Time to use the one that started it all!" Stan shouted out in excitement.

Activating the Omnitrix, the Heatblast silhouette automatically popped up as Stan quickly slammed down the core.

FLASH!

A large green light covered Stan as thick rocky skin slowly covered his body as Stan grew in size.

Once the green light faded, Heatblast emerged from the flash of green light and dived out of the hole in the side of the Chimerian Hammer seconds before it exploded.

CRACKA-BOOM!

The explosion caused by the Chimerian Hammer ripped the nearby air to shreds as the massive mushroom-style cloud was visible for miles around with the explosion sound echoing across the area briefly until all went silent.

Red rubble from the ship and other fiery debris then rained down upon the countryside and the massive scar left by the collision earlier.

WHOOSH! BLAST!

Plunging down pas the explosion, Heatblast moved into a different position and created a large heat board underneath his feet.

BLAM!

Incredibly, Heatblast then rode the large heat board downwards before thPyritete crashed into the impact site of the mud trench.

BLAST! WHOOSH! Rumble...

Upon Heatblast's impact, more mud and debris went flying in the air as wreckage from the Chimerian Hammer began landing around the mud trench.

FLASH!

A large red light covered the area briefly as the Tennyson trio scrambled over to the crater site.

Sitting on a boulder in the middle of the crater, Stan waved back to the group smiling happily with Vilgax now defeated for good.

"That was so awesome!" Ben shouted out to Stan as Gwen yelled out, "Not bad, I give it a 9.5/10."

"Thanks, but Max. We need to have a long and in-depth talk." Stan called out to Max who replied, "Yes, we do. Let's get back to the Rust Bucket."

Continuing to smile happily, Stan scrambled off the boulder and climbed up the crater with ease as the Tennyson trio seemed to notice a confidence change within him.

"Are you alright?" Ben asked Stan who proudly stated, "Yep, I'm just fine and happy that Vilgax is gone."

"What if he comes back?" Gwen suggested to Stan concerned about the alien surviving.

"I don't think so. He's gone for good." Stan reasoned to Gwen as he looked up at the flaming wreckage of the Chimerian Hammer.

"We'll talk about it later, right now I've got a lot of explaining to do," Max explained to the kids as the group approached the Rust Bucket.

Unbeknownst to the group, however, Phil Coulson was watching them with his high-tech binoculars.

The convoy was parked nearby as various Shield scientists were seen getting into Hazard Cleanup uniforms whilst more agents were being called in to assist with the cleanup in the area.

"That kid sure is something special." Phil happily muttered before he reactivated his earpiece.

"Good news, Vilgax has been neutralized by the watch wielder and the cleanup operation has begun here and is on progress in Rapid City." Phil Coulson explained to Nick Fury.

"Excellent with Vilgax neutralized, another significant threat to Earth has been dealt with." Nick Fury happily replied to Phil.

"So shall we begin the cleanup and extraction of any technology we can utilise?" Phil Coulson asked Nick Fury.

"Indeed, there have to be some remnants of alien technology we can use down in the scar created by the battle with the massive debris field of objects all over the landscape. Also, I'm going to inform the World Security Council about today's events." Nick Fury informed Phil Coulson.

"Understood, Director." Phil Coulson replied before he turned off the earpiece.

Turning around, Phil began assisting as the cleanup effort in the aftermath of Vilgax's invasion began.

At the same time, the Rust Bucket slowly left the craggy mud trench behind.

Inside the Rust Bucket...

Stan was in the front seat looking out the window thinking about everything that had happened since he had acquired the Omnitrix.

Ben and Gwen were talking in the side booth as Max drove the Rust Bucket onto the local highway.

Thinking to himself, Stan remembered the events that had occurred with him recapping it all briefly.

It was hard to believe for him that so much had occurred in such a short time frame.

He had acquired a watch known as the Omnitrix that allowed him to turn into different alien forms.

Whilst initially reluctant to use the Omnitrix, Stan ended up being involved in several adventures over three weeks.

It hadn't been easy, but it was so fun as well for him.

Stan also felt that he had become more confident and brave as a result of acquiring the Omnitrix.

However, there was still a few lingering questions he wanted to know.

Who made the Omnitrix?

Why was it even made, to begin with?

Why had he found it?

And most importantly, was he the only person who had superpowers out there?

He didn't know, but maybe he would find out in the future.

Who knew what the future held for him?

He did not know, but he would look forward to it.

The End of Season 1.

Stan 10 will return.

 **Author's note: So the end of Season 1 rewritten has come. The most important question is now, What next for the series?**

 **Well, Season 2 is coming that's what! With the rewrites for Season 1 now out of the way, I can focus on writing Season 2 episodes with the better writing standard I have now set myself.**

 **Another thing, I wanted to thank you guys for taking the time to check out this story, it means a lot to me and it's because of your support and my passion for writing that I will keep updating this story for as long as I can.**

 **In the meantime though, this is where I get off.**

 **Until next time! :)**


	14. Chapter 14: Truth

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome to the first chapter of Stan 10 Part 2!**

 **This first chapter gives us more insight into the backstory of Max and the Plumber organization teased at in the first part.**

 **So anyway, R** **emember** **to Read, Review and Favourite!**

 **Let's get the hype train rolling! :D**

Italics: _Thinking._

Previously on Stan 10: Vilgax finally recovered from his injuries and began his invasion of Earth.

He caused chaos in his destructive rampage to lure out Stan Hopkins who at the same time was suffering nightmares regarding the horrific alien himself.

Once Stan was captured by Vilgax, Max revealed his secret in that he was a member of the 'Plumbers' an organization that focused on threats involving aliens.

Ultimately, Max launched a rescue mission with Ben and Gwen helping out significantly that resulted in Stan using all his alien forms in a long duel against Vilgax on Mount Rushmore.

In the aftermath of the duel, Stan won against Vilgax as he seemingly perished on his exploding spaceship.

Following Stan's greatest adventure yet, Max finally informed the kids about his original purpose as Plumber and how it impacted the events yet to come...

Chapter 14: 'Truth.'

(Flashback)

Thirty-five years ago in 1970...

New Mexico...

At the Los Alamos National Laboratory facility...

It was a thick and gloomy night the Los Alamos National Laboratory nuclear missile facility in New Mexico.

Everything was quiet as there three missile silos were not being utilized when...

BUZZ! THUNK! BUZZ! THUNK! BUZZ! THUNK!

A large golden beam of energy blasted over each hatch as the force of the energy caused the missiles to be slowly dragged up to the surface.

Inside the base...

A commander and a nuclear technician wearing 1970s clothing were attempting to delay the missile launch from occurring.

"What?! I didn't authorise a launch! Abort, abort!" The panicking commander yelled in shock.

"We're not launching the nukes, sir. Something is pulling them out of their silos!" The nuclear technician replied.

Turning around, the commander ordered the nuclear technician, "Well don't just stand there! We need to scramble the soldiers and call for help!"

Back outside the base...

As the hatch doors creaked open, six nuclear rockets were dragged up by the energy beam into a smaller version of the Chimerian Hammer that was orbiting above the station.

Once the nuclear rockets were loaded into the spaceship, the golden beam vanished as a smalle blue beam then dropped out of the spaceship.

Back inside the base...

Various soldiers were scrambling around the interior of the missile launch silo when the industrial door of the room exploded.

KA-BOOM!

The industrial door was sent flying to the side as thick grey smoke poured into the silo. as one of Vilgax's probe drones emerged in the room and blasted a soldier.

BEEP! WHOOSH! BLAM!

"ARGH!" The soldier yelled in pain as he slid onto the floor injured as another soldier yelled loudly, "Contacts! Open fire!"

"We have a code black! I repeat code black!" The military commander yelled on the radio from the command centre.

BLAST! THUNK! WHACK! BLAM!

The military soldiers then opened fire before Vilgax's probe drones forced the humans to fall back.

Thunk!

A younger and weaker looking Vilgax then entered the missile launch silo.

The earlier version of Vilgax was essentially identical to his pre-accident counterpart.

Walking ahead further into the silo with a pair of probe droids following him, the galactic tyrant muttered darkly, "Finally, the earthlings are known to have developed useful nuclear technology that I can acquire for my conquest and enhance my forces with."

Noticing a control panel, Vilgax attempted to utilize it when a blue laser beam struck him.

BEEP! WHOOSH! KA-BLAM! BLAST!

The blue laser beam also destroyed Vilgax's probe drones as Vilgax skidded back across the floor before he stopped and noticed two figures emerging from a nearby door.

The figures were wearing thick white armour with a red circle in the centre of it.

The two were also wearing matching black gloves and boots with a black belt to holster equipment on with a thick black helmet covering their faces.

Both of them were also carrying futuristic weaponry, a pulse rifle and a laser pistol.

These are members of the 'Plumbers'.

"You..." Vilgax ranted in anger as he noticed the Plumbers.

"It's over Vilgax!" One of the plumbers yelled as the other one shouted out, "You're going down!"

"Many have tried, but none have succeeded!" Vilgax rasped back in response.

Enraged the plumber carrying the laser pistol then charged forward yelling, "Until now slimeball!"

"Phil wait!" His colleague called out in fear.

Charging towards Vilgax, the galactic tyrant jumped upwards whilst Phil aimed his laser pistol upwards and began firing a series of blue energy beams.

BEEP! WHOOSH! THUNK! BLAM! BOOM!

The blue energy beams blasted off Vilgax's armour as he jumped down and performed a flying kick on Phil.

THUMP! CRACK!

The mask that the Plumber wore went flying off as Vilgax managed to subdue Phil and grab hold of his laser pistol.

Struggling to break free, Vilgax clutched onto Phil's thin black hair whilst one of Vilgax's last probe drones moved to a nearby wall.

BEEP! Whumf!

A large cable then extended from the robot into the wall as it began preparing other nuclear warheads to launch.

"Back away, or watch one of your settlements be destroyed by your weapons..." Vilgax darkly declared to the other Plumber.

There was tension in the room as Vilgax smirked darkly and aimed the pistol towards the young Plumber yelling, "Put the weapon down now!"

Seeing no choice, the other Plumber kneeled and dropped the laser rifle onto the ground.

Thud!

"You can't let him get away!" Phil shouted in shock as the other Plumber replied, "Never said I would kid."

Quickly aiming up his left gloved hand, a small blue energy beam was sent flying over to Vilgax.

BEEP! BLAM! WHOOSH! THUNK!

The energy beam blasted into the laser pistol Vilgax was carrying as it landed on the ground.

"UGH!" Vilgax grunted in shock as Phil saw his opportunity to escape.

Rasing his gloved fist, Phil punched Vilgax's face.

WHAM! CRACK!

Vilgax was sent stumbling back as Phil scrambled to cover near Max.

Regaining his bearings, Vilgax noticed that his probe droid had finished downloading the nuclear launch codes.

"You're both too late. I have secured your nuclear weapons." Vilgax confidently boasted to the Plumbers.

"Wrong, my timing is perfect." The Plumber cockily responded as Vilgax yelled in shock, "What?!

Leaning down, the Plumber quickly grabbed the pulse rifle and rearmed himself before he powered up the weapon.

BEEP! WHOOSH! POP!

A large ball shot out of the rifle before it popped with a huge net of webbing soaring towards Vilgax.

SPLAT! WHAM!

Both Vilgax and his remaining probe droid were sent flying onto the missile.

"Grrrr... Vilgax grunted in rage as he attempted to peel himself off the nuclear missile which began shaking before it took off.

Rumble... THWOOSH!

The nuclear missile blasted out of the hanger as Vilgax's sanity broke again as both Plumbers watched on from below.

"NOOOOOOO! TENNYSON!" Vilgax yelled hatefully to the Plumbers below in the hanger.

"What are you doing?" Phil asked the other Plumber who took off his helmet.

The other Plumber was a younger-looking Max Tennyson.

The younger version of Max was in his early 30s.

He was slimmer and younger with his grey hair being replaced by thick and neat brown hair.

Watching the missile blast out of the hanger, Max confidently stated, "Sending Vilgax out with a bang."

Once the missile left the nuclear silo it blasted upwards until it aimed towards Vilgax's spaceship.

The results were catastrophic.

CRAKA-BOOM!

The smaller version of the Chimerian Hammer exploded as rocky debris and rubble from the ship plunged towards the missile complex.

In the present day inside the Rust Bucket...

"And then kablamo, No more Vilgax or so I thought until today." Max finished explaining his backstory to Stan as Ben and Gwen listened in from the side booth.

Having paid full attention to how Max and Vilgax had a previous encounter, Stan rambled on before asking, "True, I mean me and Vilgax were brawling it out like mad on Mount Rushmore until I won thankfully. Do you think Vilgax will come after me again?"

"I'm not sure, But if he does we'll be ready for him." Max pointed out to Stan.

Hoping to move on from Vilgax and forget him, Stan said, "But the idea of you being someone a member of a group that stopped rouge alien activity is cool Max."

"I was just a guy doing his job." Max bluntly replied still focusing on driving the Rust Bucket.

"Excuse me? What exactly was that job?" Gwen then asked Max as Ben shouted out loudly, "Yeah, you seemed like an awesome hero!"

There was silence before Stan awkwardly asked Max, "Did you also visit Area 51 by any chance?"

The silence continued before Max placed his head down and explained the purpose of the Plumbers to the group, "We called ourselves the Plumbers. Officially we didn't exist, we were the guys who fixed the problems that no one else could. Extraterrestrial, Extrasensory, Extraordinary. You name it. We also worked with other organisations at the time like SHIELD which still operates today."

Having listened to Max's explanation, Stan rambled on saying, "I mean I have so many questions, but would that mean I've been following in your footsteps as a Plumber Max?"

"That does sound like the case." Ben suggested to Stan as Gwen asked Max, "And you knew about the watch the whole time?"

"Not really, just rumour and scuttlebutt. I was just as surprised as you guys when the watch showed up on Stan's wrist." Max spoke back still not believing Stan had found the Omnitrix.

"But still, why me that found it? Sometimes things just don't make sense in life." Stan mumbled loudly in confusion.

"It could have been anyone in the world, even I could have been the one to find it," Max suggested to Stan hopefully.

"You always say that you can tell us anything Grandpa, guess you didn't feel the same," Gwen added suggesting her own opinion.

"Hey, If Grandpa told me about the Plumbers, I would have believed him from the start," Ben spoke ending the conservation.

WHOOSH! HONK! HONK! SCREECH!

A series of police cars and emergency vehicles then drove past the Rust Bucket in a convoy as Max then pulled the Rust Bucket to the side of the road.

Smiling happily, Stan undid his seatbelt and prepared to the use the Omnitrix again as Stan had now fully accepted that the Omnitrix was a part of him for the foreseeable future.

"Ah well, back to the front." Stan quoted as he walked to the side door of the Rust Bucket.

"Alright! Could be a chance for the Plumbers to go back to work!" Ben eagerly shouted out in excitement.

"Ugh, you should start by unclogging that hairball from your brain, Mr Plumber," Gwen muttered back in response annoyed by Ben's antics.

"You're just jealous because you are not part of the family business," Ben spoke glaring at Gwen in annoyance.

"That's hypocritical if you ask me," Stan spoke to Ben as he placed his hand on the side door handle.

"There is no family business, my hero days were over a long time ago," Max muttered out loudly to the kids.

Creak...

Opening the Rust Bucket side door, Stan stepped out onto the road and activated the Omnitrix.

BEEP!

Hearing the telltale signs of the Omnitrix activating, Max called out to him, "Stan! Wait!"

Scrolling through to XLR8's silhouette, Stan happily declared, "Time for XLR8!"

And then Stan tapped down the core of the exposed Omnitrix.

FLASH!

A large flash of bright green light covered the area briefly before it faded away.

Flick...

A thick fish like claw then grabbed hold of one of the side mirrors of the Rust Bucket mirror.

"Ripjaws again?! What a rip off!" Ripjaws complained in annoyance.

Sighing, the Piscciss Volann then heard a fire engine rumbling down the road.

HONK! HONK! WHOOSH!

As the fire engine passed the Rust Bucket, Ripjaws ran near the fire engine's ladder and gripped onto it as the fire engine rumbled on down the road.

GRAB! THUNK! WHOOSH!

A few mins later at an old hotel...

The fire engine pulled up outside a large old hotel.

Dozens of police cars and Swat trucks surrounded the building with a security cordon having been placed around the structure.

The hotel manager then noticed the firefighters exiting the truck as one of them asked, "What's the situation?"

Pointing his hand towards the entrance of the hotel, the manager explained nervously, "There's some kind of monster inside tearing up the place."

SPLOSH! SQUIRT!

It then began raining as various water droplets splashed onto the ground getting everyone nearby wet.

Confused, the emergency service crew looked up and noticed Ripjaws using the water hose on the fire engine.

Gulp... SPLASH!

"Ahhh..." Ripjaws sighed happily as the Piscciss Volann drank the water from the hose glugging it down his mouth.

Feeling satisfied and soaked, Ripjaws then tossed the fire hose to the side before stating, to the fire crew, "Sorry, I just needed to moisturise myself."

Leaping off the fire truck, Ripjaws then ran past the police cordon as the emergency services watched on with confusion and intrigue.

WHOOSH! THUMP!

"What are my orders?" One of the police officers asked the commander on duty who replied, "Just wait and don't engage, we'll let this creature handle the situation."

Creak...

Opening the glass doors of the hotel entrance, Ripjaws entered the hotel lobby.

Looking around the lobby with his grey eyes, Ripjaws noticed a large water fountain present in the centre of the lobby along with various suitcases and other debris scattered across the lobby.

Tip... Tap...

Small footsteps were heard tipping across the room as Ripjaws called out, "Hello? Any fellow aliens that are giving us a bad name in here?"

"Grrr..." Something growled behind Ripjaws in response.

Turning around, Ripjaws noticed a small red alien standing behind him growling.

The small red alien was twice the size of Grey Matter and below Ripjaw's feet.

The alien was circular and had bright red skin with the skin being orange in the centre with red dominating its head.

Thick sharp teeth glared from its mouth along with thick black claws on the hands and feet on the alien as thick red eyes glared at Ripjaws.

This is a Havoc Beast. They are small and feral animalistic creatures being slightly sentient like Wildmutt.

Stunned, Ripjaws froze at the Havoc Beast before Ripjaws couldn't contain his laughter anymore.

"HAHAHAHAHAHAHAHA!" Ripjaws chuckled loudly as he struggled to keep himself together as he gripped his hands on his chest.

Annoyed, the Havoc Beast leaned down and grabbed a rock from the floor as Ripjaws yelled loudly, "Really?! That's the threat?!"

WHOOSH! CRASH!

The rock slammed into Ripjaw's head's before the Pisciss Volann slammed into the ground dazed.

"HAHAHA!" The Havoc Beast giggled back loudly as Ripjaws groaned muttering, "Oww... I think I damaged my brain."

Slowly standing up from the ground, Ripjaws glared back at the Havoc Beast angrily declaring, "Okay, you picked the wrong alien to mess with."

"Grrrr..." Ripjaws growled slightly to challenge the Havoc Beast.

"ROARR!" The Havoc Beast roared back even louder as Ripjaws chuckled before shouting, "Bring it on!"

Sprinting towards, Ripjaws aimed out his left fist and hurled it to towards the Havoc Beast before it dodged the blow by jumping to the right.

WHOOSH! THUD!

"He's small but fast!" Ripjaws shouted in shock as he quickly recovered.

Looking around, Ripjaws noticed the Havoc Beast cling onto a stone column before it jumped off the column and landed in the water fountain.

WHOOSH! SPLASH!

Chuckling, Ripjaws watched as the Havoc Beast swallowed up some of the water before it faced Ripjaws and opened its mouth.

SPLOSH! SPLASH!

A large bust of freshwater covered Ripjaws who felt his dry skin absorbing the liquid into his body.

"To me, that's just a bit of fresh air. You can keep it coming right?" Ripjaws mockingly asked the Havoc Beast.

SPLOSH! SOAK!

The Havoc Beast blasted Ripjaws with the water again in response.

At the same time outside the hotel...

SCREECH!

The Rust Bucket pulled up outside the hotel as the Tennyson trio exited the large vehicle.

Then, Gwen approached the hotel manager and asked him, "Anyone happen to see a giant talking fish come by here?"

THWACK! Whumf!

"Ooof!" Ripjaws grunted in annoyance as the Havoc Beast managed to slip away from his grip and scramble onto another stone pillar before it vanished.

Frowning, Ripjaws began walking backwards thinking, " _Okay, just use your head and..."_

Ripjaws bumped into someone.

Bump!

Confused, the Pisciss Volann turned his head around and noticed a male human standing near his face.

He had thick black hair that was steadily greying as he wore a suit of dull white armour along with a pair of black gloves and boots.

He was also carrying a futuristic pulse rifle.

Panicking, both of them stepped back before shouting out together, "AGH! Who are you?! Who am I?! Who are you?!"

Taking no chances, Ripjaws glared and raised his shark-like teeth at the old man.

In response, the old cocked his laser rifle and blasted Ripjaws's gut with a blue laser beam.

BEEP! WHOOSH! BLAM!

Ripjaws barely had time to react before he was sent flying across the lobby before he crashed into a wooden oak.

CRASH! WHAM!

Dust and wood were sent scattering onto the floor as Ripjaws groaned in pain, "Ugh..."

Cocking his laser rifle again, the old man walked to the Pisciss Volann grinning slightly before he muttered loudly, "Looks like today is my lucky day, two aliens for the price of one."

"Finland..." Ripjaws groggily replied.

Rolling his eyes in annoyance, the old man stated, "Just sit tight fish stick, I'll be back in a minute."

Smiling, the old man turned around and heard the Havoc Beast growling at him, "Grrr..."

Taking action, the old man aimed his laser rifle towards the Havoc Beast and opened fire.

BEEP! WHOOSH! BLAM!

A blue energy beam narrowly missed the Havoc Beast which avoided the energy blast as a game of cat and mouse began.

At the same time...

Looking around, Ripjaws slowly recovered and noticed a nearby beaker filled with water.

Leaning over, Ripjaws grabbed the glass container and tipped it over his mouth and began drinking it.

Feeling the water drench his fish-like skin, Ripjaws happily muttered, "Ah... You've got to love room service."

Slowly standing upwards, Ripjaws clambered off the ruined booking desk before...

Creak... WHOOSH! CRASH!

Confused, Ripjaws noticed that the Havoc Beast had managed to knock over a large bookcase from a nearby wall that collided with the old man.

"ROAR!" The Havoc Beast roared in victory as the old man attempted to move from the bookcase.

Thinking quickly, Ripjaws saw a nearby steel crate thinking, _"Boom! I'll trap him in this crate!"_

Grabbing hold of the steel crate, Ripjaws slowly moved the crate above his head and walked over to the Havoc Beast.

WHOOSH! THUNK!

The steel crate then slammed down onto the Havoc Beast as Ripjaws pinned it down.

"ROAR!" THUNK! Rumble... Shake...

The steel crate shook as the Havoc Beast attempted to break out whilst the old man watched on as Ripjaws confidently boasted, "Not bad for a fish stick huh? See you around!"

Walking away from two, Ripjaw's noticed the Omnitrix symbol on his shoulder beeping red.

BEEP! BEEP! BEEP!

Worried, Ripjaws sprinted towards the hotel lobby just as he transformed back to Stan in a flash of red light.

FLASH!

The hotel lobby was briefly illuminated by a flash of red light as Stan appeared once it faded.

Smiling slightly, Stan quickly brushed himself down of dust before he quietly whistled and walked over to the entrance of the hotel lobby whilst the old guy managed to get the bookcase off him.

Creak... WHAM!

Walking to the entrance door, Stan then accidentally bumped into Max.

Bump!

"Oh hey, guys." Stan happily greeted himself as Max asked him, "Stan, are you alright?"

Hugging Max slightly, Stan explained in shock, "Barely, someone wearing a heavy suit nearly roasted Ripjaws."

"Roasted?" Ben asked confused as Gwen explained, "It's an expression."

Before Ben and Gwen could argue again, the old man approached the group as everyone looked at him.

Turning his head around, Max froze in shock before he smiled happily as the other recognised him as well.

"Phil Billings?!" Max exclaimed in shock as Stan stopped hugging him and moved back.

"Max Tennyson?!" Phil Billings shouted before he laughed happily.

Max then ran to each other as Phil Billings followed suit.

Running into each other, both grown adults laughed happily and hugged each other with respect and care.

All of the kids reacted in different ways as Ben said, "You know this person, Grandpa?"

"Well, you could say that. We used to be partners." Phil confidently boasted to the others.

Realizing who Phil was, Stan happily stated, "Oh! You helped Max out when he was a Plumber, Talk about a great reunion!"

As soon as Stan said that, everyone in the room somehow became even happier than before.

Rumble... Shake...

The metal crate then shook slightly before Phil sighed in response with the happiness quickly vanishing.

Everyone in the room then smiled at that comment as the nearby crate shook slightly as Phil sighed.

"What's in the crate?" Max asked Phil who replied, "Long story, Max. Can you give me a hand with this? My car's parked outside."

Nodding, Max walked over to the steel crate and helped Phil lift it out of the hotel lobby.

"What do you two think of him? I think he looks cool." Ben whispered to Gwen and Stan.

"I don't know, I haven't decided yet." Gwen whispered back to Ben as Stan muttered, "Um... He seems alright in my book."

A few mins later...

Creak... Thud!

The group was now outside the hotel as the last police car drove away from the scene whilst Phil walked over to a light blue Peugeot car that was parked near the Rust Bucket.

"Yeah, she's not much to look at. But it's better than that old Rust Bucket of an RV you used to drive." Phil spoke to the group as Max placed his hands around Ben and Gwen's shoulders and briefly touched Stan's shoulder.

"So, how are you?" Max asked Phil who responded eagerly, "Pretty good considering I just bagged a Havoc Beast. Seems like old times."

Closing the boot of the car, he turned around and faced the group before Stan quietly asked Phil, "So uh... How long have you been doing this occupation for?"

Not wanting to get Phil involved again, Max tapped Stan's shoulder before he walked in front of the kids.

"A Havoc Beast huh? I haven't seen one of those since we caught the one terrorizing Denver years ago." Max pondered in confusion.

"Yeah, well good thing I was around, You know once a Plumber, always a Plumber. Do you ever think about getting back in the game Max? You know, reliving the glory days." Phil spoke trying to persuade Max.

Watching the conservation, Stan couldn't help but think, " _I wonder… Are the Plumbers the only secret group out there? I mean, they could have worked with Shield or something else..."_

"No thanks. I'm retired and so are the Plumbers." Max replied to Phil.

Shrugging, Phil explained to Max, "Yeah, thanks to you. Seems like once you took Vilgax out of the picture, the work just seemed to dry up."

"I was just doing my job." Max bluntly stated back to Phil.

"Anyway, looks like things are picking back up again. I was thinking of starting up my own freelance Plumber business." Phil stated to Max reminding the group of the various alien sightings that had occurred since Stan had found the Omnitrix.

Turning his head, Phil then noticed the Omnitrix on Stan's right arm and stopped talking.

Confused, Stan noticed Phil looking at the bright red watch on his arm before he muttered in wonder, "Wow, cool watch, It looks familiar somehow."

"Uh... I don't how it's familiar to you. It's from Japan like Digimon, a really good manga and anime series I like." Stan replied to Phil pretending to be confused.

"What are you talking about? It's the Omni..." Ben spoked loudly before he was interrupted by Max.

Tapping Ben's shoulder, Max intervened saying, "Oh look at the time. We need to go, nice catching up with you Phil and happy Plumbing."

Walking off with Ben being dragged, Stan and Gwen followed Max.

Shrugging, Phil smiled slightly before he climbed into his blue car.

Both vehicles then drove off from the hotel back out onto the road.

Fifteen mins later inside the Rust Bucket...

Gwen was on her laptop writing her latest diary entry pretending not to listen to Ben and Stan arguing from the front alley of the Rust Bucket.

"Ben... What did I tell you about the watch?! We can't tell every person we come across!" Stan shouted at Ben angrily.

"So?! I don't get it. Why didn't you tell Phil about the Omnitrix?!" Ben yelled back in response.

Crossing his arms, Stan bluntly stated out angrily, "Two words. Secret Identity."

"But don't you want people to know about your heroics?!" Ben protested confused by Stan's decision.

"No. I don't. I would prefer to live my life in peace without being harassed by the press and media once they find out who I am, even though initially I did want people to know what I did." Stan fully explained to Ben as he stopped crossing his arms over his chest.

"That's pretty good reasoning for not wanting to be found out," Gwen spoke agreeing with Stan's decision.

"Alright that's enough kids, I'm afraid, Stan is right," Max called out from the driving seat of the Rust Bucket.

"But Grandpa!" Ben shouted out protesting as Max replied, "No, It's a need to know only basis. The fewer people who know the better."

"Guess that's your answer for everything isn't it Grandpa?" Gwen coldly stated to Max.

There was silence inside the Rust Bucket before Max sighed heavily stating fully, "Stan's right about one main thing. The secret I kept from you all. I'm sorry I never told you any of you, It was the one part of my life I wanted to keep secret in case any harm came to you three from my past."

Silence once again filled the Rust Bucket before Ben smiled loudly and shouted out, "Hey, why don't we join Phil and start up the Plumbers again? With Stan, Grandpa and Phil, we could be super alien ass-kickers!"

"Didn't you just not listen to anything I said?!" Stan ranted to Ben before he facepalmed in annoyance.

"Look, Ben, I appreciate what I did. But you can't bring back the past." Max spoke to Ben becoming tired of the constant mention of the Plumbers.

BEEP! BEEP!

A nearby button then beeped before a small holoscreen connected to the dashboard of the Rust Bucket flicked upwards.

Bzzzt...

The holoscreen flicked with static cropping up as Phil looked panicked on the holoscreen stating, "Max! If you're out there I need help. Two Vulpimancers are tearing up a meat processing plant on Highway 44. Requesting..."

BEEP! BZZZT!

The holoscreen then finally cracked as the holoscreen vanished to static and flicked downwards back to its normal position.

Realizing the emergency, Max quickly turned the Rust Bucket onto the opposite side of the road and pressed his foot down on the accelerator gear.

WHOOSH! SCREECH!

"Vulpimancers?" Max muttered in confusion as Stan replied, "That sounds familiar..."

"Alright! The Tennyson's are back in the Plumbing business!" Ben happily shouted from the front seat.

Max looked at him indifferently whilst Stan sighed and walked over to the side booth.

Sitting down on the opposite seat from Gwen, Stan asked Gwen, "How do you put with Ben when he wants something to happen that no one agrees with?"

"I thought you'd know considering you've known him for just as long as I have," Gwen replied to Stan.

Looking at the recharging Omnitrix on his arm, Stan muttered, "Still, this whole Omnitrix thing can be stressful sometimes because of everyone wanting in on the action. But it can also be fun to use as well."

"Yeah, I remember when I was jealous back in New Orleans when we faced Hex. That was pretty bad for our friendship." Gwen reminded Stan.

"True, I'm glad we've moved on from that." Stan happily replied as he looked out the window starting at the night sky.

Twenty mins later...

The Rust Bucket pulled up outside a large industrial meat processing plant as the full white moon dominated the grey night sky.

Various laser blasts, yells and violent angry deep and thick roars were heard from the inside of the building as the front door was smashed wide open.

"Roar... ROAR! GROWL!" The Vulpimancers howled from inside the warehouse.

"I don't like the sound of that..." Gwen muttered in fear as Stan replied, "Oh boy... Here we go again."

The group then entered the industrial plant.

Inside the building, the sounds of the roars got louder as the group walked down a narrow metallic corridor.

A damp and dingy smell reeked throughout the building as Ben loudly complained, "Ugh, what's that smell?!"

"It's a meat processing plant. They need to clean and disinfect the meat before it goes on the market." Max explained to Ben as Stan pointed out, "Hey, there's the entrance."

Max nodded back to Stan before he opened the curtains to the main part of the plant.

The main part of the processing plant was a large industrial building filled with various conveyor belts with a forklift in the background used to transport goods.

Dozens of parcels and packing dotted the landscape of the plaint along with various processed meat and other food hanging on hooks or being stored on shelves and boxes.

The dimming smell of meat and disinfectant used to clean the building was present in the building along with the smell that the Vulpimancers gave off.

"Urggh..." Phil groaned in pain as the group spotted him struggling to get up from a nearby wall.

"Phil! Are you alright?!" Max shouted out to his friend as he supported him up from the ground.

"Max... Thank god you came. Two aliens, nasty ones at that. We're going to need a little bit of that old magic of yours." Phil explained the situation to Max.

"No worries, we're on it." Ben confidently boasted as Stan calmly stated, "Yeah, we can help."

"Growl..." Something growled in the distance.

Turning around every noticed a pair of Vulpimancer's emerge from the back of the building.

The two Vulpimancer's looked similar to Wildmutt except that they lacked his bright vibrant orange fur.

They seemed paler and skinner suggesting that these Vulpimancer's were a different subspecies.

The Vulplimacer's also possessed long purple tounges with larger teeth and they both had large skinny tails that weaved violently through the air.

"Friends of yours?" Gwen asked Stan who shouted out loudly, "They look like Wildmutt! That's the second time I've seen a species like that I can change into."

"Maybe you can talk to them?" Ben suggested to Stan who agreed to say, "Nice idea! I'm going Wildmutt then."

Carefully, Stan activated the Omnitrix as the core popped up.

BEEP!

Phil watched on in confusion as Stan scrolled through the silhouettes from Ripjaws to Wildmutt.

Smirking slightly, Stan noticed Phil step back as he realized what the watch was.

FLASH!

Stan then tapped down the core of the Omnitrix as thick orange fur covered his right arm as a flash of green light covered Stan.

The green light faded as Stan emerged as Wildmutt who roared out, "ROAR!" in response as he finished transforming.

"That's why I recognised that watch, It's the Omnitrix!" Phil muttered in shock as he watched Wildmutt walking over to the large Vulpimancers.

"Roar... GROWL!" Wildmutt growled to the larger dog aliens.

"ROARRRR!" The large Vulpimancer's roared even louder back before the largest one rose up against his claws and slammed them into the ground near Wildmutt

WHOOSH! CRASH!

"ROAR!" Wildmutt roared back in annoyance and began running away as the other Vulpimancers began to chase him.

"What did he just say?" Gwen asked the others in confusion as Ben pointed out, "I thought that idea would work."

"Vulpimancers never were big on small talk, even with their kind," Max explained to the others.

As Wildmutt ran away, he couldn't help but think, " _I swear, Wildmutt is a butt monkey sometimes. Bad things seem to occur whenever I use him. It's like the universe has it out for this species in general."_

"ROAR!" Something growled at Wildmutt.

Confused, Wildmutt shook his head and noticed the larger male Vulpimancer jumping into the air and preparing to body slam onto Wildmutt.

WHOOSH! THUD!

Quickly detecting the larger Vulpimancer, Wildmutt narrowly ran to the left as the larger alien crashed into a box of crates.

SLIDE! CRASH!

The box of crates collided as slime and grub from meat fell out and covered the stunned Vulpimancer.

SMASH! SLICK!

"Gross!" Gwen gagged in shock as Wildmutt roared happily, "ROAR!"

Smirking, the young Vulpimancer noticed a chain dangling from the roof.

" _I'll use the high ground by climbing on these chains and onto the structure's above."_ Wildmutt planned in his head referencing a certain Star Wars meme.

Jumping upwards, Wildmutt then used his claws to grip onto the thick industrial chain tightly.

WHOOSH! GRAB!

"GRRRR..." The smaller female Vulpimancer growled at WIldmutt who sheepishly waved his hand back in response.

Growling at her mate being humiliated, the female Vulpimancer grabbed hold of the meat hook and pulled back on the chain with her mouth.

SNAP! CREAK...

Watching on, Wildmutt then noticed the chain snapping as it broke.

CRACK!

The fractured chain plunged to the floor as Wildmutt quickly leapt onto another chain.

WHOOSH! GRAB!

The process was then repeated briefly until Wildmutt landed on the conveyor belt in the factory.

"Rrrr..." Wildmutt sighed in relief not noticing the female Vulpimancer jump onto the belt as well.

WHOOSH! THUMP!

"ROAR!" The female Vuplimancer roared at Wildmutt who carefully held his ground growling slightly. "Grrr..."

The bigger female Vulpimancer then jumped onto Wildmutt.

WHOOSH! THUD! WHACK! SLAM! CRASH!

Both Vulpimancer's attempted to claw each other as Wildmutt and the female alien gained a few clawed grazes.

Struggling to hold off the larger Vulpimancer, Wildmutt noticed a grinding machine ahead of him which was pounding meat into pieces.

WHAM! CRASH! THUD!

" _Oh crap! That's not good!"_ Wildmutt thought to attempt to break free.

SCREECH!

The conveyor belt then screeched to a halt.

"RRRR?!" The female Vulpimancer muttered in confusion before Wildmutt spotted a large chunk of meat attached to a hook fly down and slam into the large Vulpimancer.

WHIRR... WHOOSH! WHAM!

The female Vulpimancer was sent flying across the plant as Wildmutt slowly jumped off the conveyor belt and shook his head panting.

"Urggh..." Wildmutt groaned before he noticed Phil nearby having operated a control panel having saved Wildmutt's life.

"What are partners for?" Phil asked confidently to Wildmutt who roared slightly in approval, "Roar..."

Ben then ran over to the two yellings, "Grandpa says we need to get out now!"

No one protested as Wildmutt ran off with Phil and Ben following him.

Regrouping with Gwen and Max, the group of five ran over to the exit.

WHOOSH! CRASH!

"ROAR!" The male Vulpimancer roared blocking the passageway.

"Back the other way!" Max yelled to the others as Ben shouted back, "Maybe not!"

Turning around, Gwen gasped slightly as the female Vulpimancer cornered the group from the back.

The group was now cornered by a pair of hungry Vulpimancers that were ready to rip them to shreds.

"Don't suppose you ever consider becoming vegetarians?" Gwen muttered under her breath.

Annoyed at being surrounded and with his friend's lives at risk, Wildmutt growled loudly, "ROARRR!"

However, no one noticed Phil smirking before he fumbled around in his pockets and took out a small grey sonic whistle before yelling, "Brace yourselves!"

Flick! RING!

A loud sonic whistle echoed across the room.

The device that Phil was using emitted a highly advanced sonic soundwave that damaged the eardrums of the Vulpimancer's.

One by one each Vulpimancer slowly collapsed onto the floor holding their ears in pain.

"Whirrr..." Wildmutt whimpered in pain struggling to keep the noise out of his ears.

"Sorry Stan, it's the only way to bring down a Vulpimancer." Phil apologised to the young Vulpimancer.

"Lucky for us you had a Sonic Pitch Whistle on you," Max spoke agreeing with Phil as the Omnitrix symbol on Wildmutt's shoulder began flashing red.

BEEP! BEEP! BEEP!

"Howl..." Wildmutt sighed in relief as he transformed back to Stan in a flash of red light.

FLASH!

As the red light faded, Stan slowly stood up from the ground still holding his eardrums in pain as the rining sensation quickly vanished.

"So all the stories and rumours are true, the Omnitrix does exist," Phil muttered in awe and shock.

"Ugh... Yep... ten aliens I can use for the greater good..." Stan groaned before he replied in pain.

Smiling at Stan, Phil praised him saying, "That was some pretty good moves out there Stan, you reminded me of Max back in the day."

"Look, I don't mind praise, but I'm just a regular kid, to be honest," Stan said back to Phil.

Just then, the male Vulpimancer managed to briefly recover and bump into Phil.

"Phil, look out!" Max yelled in shock.

WHOOSH! THWACK!

"Ooof!" Phil grunted in pain as he was knocked over as the sonic whistle crashed onto the ground.

The device shattered and broke into metallic pieces.

Looking around, Max spotted a forklift and ran over to it smirking whilst the kids panicked.

"Oh crap! Run!" Ben screamed as Stan agreed to yell out, "I agree!"

As the kids turned around and began running from the Vulpimancers, Max shouted out loudly, "Hey mutts! Why don't you try picking on someone with more meat on his bones?!"

Stunned, everyone in the room looked on and saw Max driving a nearby industrial forklift right towards the Vulpimancers.

SCREECH! WHOOSH! KA-CRACK!

The force of the impact was so strong that the large Vulpimancer's were stunned as Max then divebombed out of the runaway forklift.

"Ugh!" Max grunted in pain as he slid onto the ground just as the forklift crashed into a nearby meat freezer.

WHOOSH! CRASH! BLAM!

Dust and rubble were sent flying out of the freezer door as the kids helped Phil onto his feet.

"ROAR!" Both Vulpimancer's roared from inside the freezer.

Shocked, Max quickly sprinted to the freezer door and flicked a button on the wall near the switch.

Flick! Whirr...

The industrial shutter of the freezer door sealed the fridge door just as the Vulpimancer's crashed into the door of the fridge.

CLANG!

Inside the fridge, the Vulpimancer's continued to growl and roar trying to break out as Max sighed in relief.

"Phew... That was hard work for someone who's retired." Max muttered under his breath.

Seeing his opportunity, Phil walked over to Max and stated to him, "We'll make that unretired. That was just like old times, I think this is going to be the beginning of a new partnership."

Phil then extended out his hand to Max eagerly.

Looking uncertain, Max pondered over this decision.

Thirty mins later back at the hotel...

Inside the hotel room that Phil had booked, Stan looked around at a large all you can eat buffet on the corner before he spotted some fruit in a nearby bowl.

Smiling, Stan walked over to the buffet near Ben who was eating some fried shrimp from a nearby bowl.

"Hmm..." Gwen muttered in wonder as she continued reading a copy of Mice and Men by John Steinbeck.

Looking around, Max couldn't help but be slightly worried about Phil who was chilling out on an expensive chair.

"It's fate that we all met up." Phil confidently declared to the others in the room.

"Huh... Ritzy suite, this must-have cost you a pretty penny." Max replied to Phil.

Shrugging, Phil leaned up from the chair stating back, "Just a little thank you I negotiated with the manager for dealing with his alien problem. And trust me this is just the tip of the old alien iceberg."

CRUNCH!

Chewing on a fresh ripe apple, Stan happily muttered, "Mmm... Apples..."

Turning around, Stan then noticed Phil staring at him happily as Stan asked him, "Uh yeah?"

"You know, Stan. You would make a great Plumber." Phil suggested to Stan confidently.

"I would?" Stan muttered before he stated, "I mean maybe... I just don't know yet."

"Hey, these decisions take time. Besides you seem like a real chip off the whole block. We'd all make a great team." Phil suggested to the group as he stepped out of his chair.

"Care to elaborate?" Gwen inquired to Phil who confidently explained, "Simple, with Stan's powers, Max's experience and my instincts. We'd be an unstoppable team. What do you think?"

Annoyed with Phil's suggestion, Stan crossed his arms and muttered back, "Tch, I remember the last time someone said that to me about teaming up. I didn't end well for a certain someone named Kevin.

"Aliens, go figure." Phil confidently replied before everyone heard Max state, "I uh, need some fresh air."

Max slowly walked out of the hotel room and down the corridor.

Unknown to the kids, Phil frowned slightly before innocently remarking to the kids, "Hey kids, order whatever you like off the room service menu."

Max then slowly walked out of the room before Phil Billings frowned slightly and noticed the kids before stating innocently:

Phil then exited the hotel room following Max as the three kids were left in the room.

"Now we're talking!" Ben happily boasted to Gwen and Stan as he continued to eat the fried shrimp.

"Something is going on that Grandpa isn't telling us about." Gwen muttered to Stan who replied, "When is something not going on these days?"

Deciding to follow Max and Phil, Gwen declared out, "Let's go then."

"What? And pass up free room service? I'm staying here." Ben responded greedily chewing on the fried shrimp.

"Nah, you're right. It's probably just some super-secret Plumber's mission. Better if we just ignore it." Stan suggested to the group knowing Ben's love for adventure.

"Screw that! I'm not getting left behind!" Ben shouted out as he dropped the shrimp bowl on the table.

Running past Stan and Gwen, Ben hightailed it down the corridor as Stan chuckled slightly.

"Nice work convincing him to come with us." Gwen happily beamed to Stan who stopped chuckling and stated, "Eh, it was easy. Now let's move!"

Ben then dropped what he was eating on the table and quickly ran to the door of the room before Stan chuckled slightly whilst Gwen beamed happily as well.

A few mins later outside the hotel...

Creak...

The trio of kids exited the hotel building and noticed that both vehicles that Max and Phil had owned were gone from the car park.

"No Grandpa." Ben stated as Gwen added on, "And no Phil."

"But where would they go?" Stan muttered in confusion.

"If Grandpa thinks those space mutts and that weasel thing are connected, then there is only one place to go around here." Gwen bluntly stated the obvious.

"Of course, they went back to Mount Rushmore! There are all kinds of alien tech being stored there." Ben spoke out in realization.

"Okay, I'll figure out a way to get us there," Stan spoke before he activated the Omnitrix again.

BEEP!

Carefully, scrolling through the silhouettes, Stan casually tapped down the exposed core and transformed.

FLASH!

As per usual, a flash of green light covered Stan before the Kincerlean emerged from the green light smirking at Ben and Gwen.

"Can both of you please get on my back and hold on tightly?" XLR8 asked Ben and Gwen with his voice muffled below his helmet.

"Sure." Ben and Gwen spoke at the same time.

Grinning slightly, XLR8 watched as Ben and Gwen looked at each other before they shrugged in disgust.

Carefully, XLR8 then helped Ben and Gwen climb onto his back before asking the kids, "You both ready?"

"Yep, just don't go too fast." Gwen advised XLR8 as Ben happily shouted, "Okay, pedal to the medal!

Nodding, XLR8 tensed his body before he zoomed away from the hotel and began running back on the road towards Mount Rushmore.

Meanwhile at Mount Rushmore...

All was quiet at Mount Rushmore as the three stone presidential head's stared into the vast landscape still damaged by the destruction caused by Vilgax and Stan's duel.

Underneath the mountain in the Plumber base...

Walking down the storage corridor in the Plumber Base, Max walked past the various cabinets and drawers before he entered a vault sealed at the back of the base.

In the empty vault, a large holding case was present as Max noticed the item in question had been taken from the vault.

"It's gone..." Max muttered in horror.

"Looking for this?" Phil spoke from behind Max's back.

Turning around, Max glared at Phil who smirked back in response.

The rouge Plumber was holding up a small gun that had a large circular glass dome in the centre of the weapon.

"The Null Void Projector... I thought all those aliens were familiar." Max spoke knowing how dangerous the projector was.

"Guess what? You won first prize." Phil mockingly taunted Max who explained, "You stole the Null Void projector to release all the ones we caught back in the old days."

"You always were too smart for your own good Max. But not wanting to join up with me was just plain dumb." Phil disappointedly said to Max.

"Why are you doing all this?" Max angrily asked his old friend turned enemy.

Shrugging his shoulders, and using his arms, Phil stated, "Job security, I release an alien and then get some hotel manager or mayor or whoever to pay me to catch it. Easy money."

Disappointed and ashamed of what Phil had done, Max angrily pointed out, "I'm not going to let you get away with this. You should be ashamed of yourself for tainting what it means to be a Plumber."

Holding the Null Void Projector, Phil sadly stated, "Yeah... I'd figure you might say that. That's too bad, we could have made quite a team again."

No longer talking, Phil aimed the Null Void Projector at Max and pressed the trigger.

Flick! BLAST!

A large yellow beam then fired out the gun towards Max.

"GAH!" Max yelled in surprise as he narrowly ducked down and avoided the yellow beam.

WHOOSH! BZZT!

The yellow beam then froze in mid-air behind Max and formed a large yellow portal that got bigger with each passing moment as Phil watched on with satisfaction.

THUD!

A large green leg from the portal then emerged from behind Max.

Gasping in surprise, Max watched on as a thick green clawed hand followed on-suite before a large grotesque and huge alien emerged from the yellow portal.

BZZT!

Phil then deactivated the Null Void Projector as the yellow portal vanished as the large alien stepped forward cornering Max.

The alien in question had a huge body with four bacteriophages like legs covering the bottom of it whilst it had a frog-like body with three thick black claws on each hand.

It also possessed thick black lips and large crystal spikes on its shoulders.

This is a Wigsillian Org Beast, a very dangerous and aggressive animalistic alien.

"ROARR!" The Wigsillan Org Beast roared to Max.

The Wigsillan Org Beast roared as Max walked back in shock as the giant carnivore alien moved closer.

"Oh and don't worry. I'll be sure to tell Stan and Ben how your last words to me would be how you wanted to them to follow on in your footsteps and to be my partners." Phil confidently boasted to Max.

Gulping in fear, Max nervously stepped back as the Wigisillan Org Beast roared again as green slime spat out of its mouth.

Raising its claws, The Wigisillan Org Beast struck down Max when...

ZIP! WHOOSH!

A blue blur then narrowly ran past Max as the Wigisillan Org Beast slammed the metallic ground.

WHAM!

"Grrr..." The Wigsillan Org Beast growled in anger.

"What the?!" Phil muttered in shock as the blue blur zoomed past him.

Turning around, Phil noticed XLR8 standing near Max protectively.

WHACK!

The Kincerlean's tail lashed the ground angrily as XLR8's mask receded downwards revealing his face.

You're no Plumber, you're nothing but a failure and fraud!" XLR8 shouted enraged by Phil's actions.

"Stan! Listen to me. We don't need Max, we can start the Plumbers back up again, just you and me." Phil pleaded with XLR8.

Outraged by Phil's suggestion, XLR8 darkly replied hissing, "Hiss... Forget it! Do you think that you can convince me to join you after you tried to kill Max?! Big mistake... I'm taking you down for good."

"Sorry to hear that." Phil bluntly responded as the Wigisillan Org Beast then freed itself from the ground and roared, "ROAR!"

Smirking darkly, Phil said to XLR8, "Say hello to an old friend, A Wigsilian Org Beast."

THUD! THUD! THUD!

The Wigisillan Org Beast stomped over to XLR8 and Max as Phil ran by near a shutter door still clutching onto the Null Void Projector.

Flick! Beep!

Opening up the shutter door, Phil shouted out, "I'd love to stay, but I've got lots of work to do."

Vowing to stop Phil's money-making scheme, XLR8 then grabbed hold of Max just as the Wigisillan Org Beast slammed the ground where they were.

WHOOSH! WHAM! ZIP!

Dropping Max away from the predatory alien, XLR8 turned around and zipped back to the Wigisillan Org Beast yelling loudly, "Bring it on!"

"ROAR!" The Wigisillan Org Beast roared back loudly.

Skidding to a halt near the large predatory alien, XLR8 quickly analyzed the alien before thinking, _"Looks like the head is the weak spot, I've just got to focus on that!"_

No longer thinking, XLR8 narrowly dodged a large downward strike from the predatory alien.

WHOOSH! CRASH!

Zipping away from the alien, XLR8 ran back round before the Kincerlean jumped in the air and aimed his legs to the Wigisllian Org Beast's face.

WHOOSH! KICK! WHAM! CRACK! THWACK!

XLR8 unleashed a series of fast kicks towards the giant alien's face.

Stunned, the Wigisllian Org Beast growled slightly before XLR8 stopped kicking its face and landed back on the ground.

WHOOSH! CRACK! ZIP!

The pattern then occurred again as XLR8 ran off from the duel.

Realizing XLR8's strategy, Max ran off to the side and began looking around in the drawers of the base.

Whumf!

Opening up the first drawer, Max found a medium-sized drill tool.

"No!" Max muttered in annoyance as he placed the weapon back in the drawer and closed it shut.

Whumf!

WHOOSH! KICK! THUD! WHAM!

Opening the next drawer, Max peered inside and closed it mumbling, "No!" as the same process occurred when he looked in the drawer below.

Whumf!

Turning around, Max sprinted off away from the battling aliens before he reached up high and opened another drawer muttering, "Where is it?!"

ZIP!

XLR8 then dodged another punch by the Wigisillan Org Beast before he jumped up and began kicking the alien's face again.

WHOOSH! KICK! WHAM! CRACK! THWACK!

Noticing his plan wasn't working, XLR8 ran back away from the alien before shouting out to Max, "Max! Could you pick up the pace please?!"

THUD!

BEEP! BEEP! BEEP!

Then the Omnitrix symbol on XLR8's chest began flashing just as the Wigisillan Org Beast broke free from the wooden floor and hurtled the board to the Kincerlean.

WHOOSH! WHAM! CRASH!

"URGH!" XLR8 grunted in pain as he skidded onto the ground pinned down by the wooden board before he transformed back to Stan in a flash of red light.

FLASH!

The red light briefly faded just as quick as Stan groaned in pain pinned down by the board, "Because of I sure as hell can't... Ow..."

Whumf!

Fumbling around in the drawer, Max pulled out a grey bomb of some kind before yelling at Stan, "Got it!"

Max then threw the grenade towards the Wigisillan Org Beast.

WHOOSH! BANG! Rumble...

The grenade landed near the Wigisillan Org Beast and exploded as thick green smoke emerged from the grenade.

HISS!

The Wigisillan Org Beast sniffed the gas before it groaned and fell over onto the floor backwards.

WHOOSH! KA-THUD!

Once the Wigisillian Org Beast was knocked out, Max ran over to Stan and pulled the wooden plank off the young hero.

WHUMP! CRACK!

"Ughh... My back..." Stan groaned as Max helped him up off the floor.

"Where's Gwen and Ben?!" Max asked Stan who groggily replied, "I told them both to wait in the Rust Bucket..."

Wondering what Max meant, Stan froze in horror before muttering out, "Uh, oh."

At the entrance to the Mount Rushmore complex...

Ben and Gwen were looking around the Rust Bucket when both kids noticed Phil's blue car.

Whirrr...

Both kids then noticed a lift heading down.

Panicking, Ben quickly turned around and ran back to the Rust Bucket whilst Gwen ended up climbing into Phil's car.

Thud! Whoosh!

The lift then opened up as Phil walked over to his car and entered the driving seat not noticing Ben sneaking back to the Rust Bucket.

Sitting down in the front, Phil placed the Null Void Projector on the front seat before he chuckled muttering darkly, "Ha... Ha... And who says crime doesn't pay?"

Whirrr... THUNK!

Outside the base...

The lift then exited the Plumber base underneath Mount Rushmore before Phil ignited the engine of his blue car and drove away from the base.

SCREECH! WHOOSH!

Little did Phil know that Gwen was lurking in the back of the car as she pulled up a drape she was hiding under before she pulled it back down.

At the same time a few mins later...

Whirrr... THUNK!

The lift zipped up to the surface before it emerged in the moonlight as the impact caused the Rust Bucket to shake slightly.

"Buckle up boys." Max bluntly informed Ben and Stan.

Nodding, Ben ran over to the side booth and strapped himself in whilst an enraged Stan buckled in his seatbelt in the front seat near Max thinking, " _No one harms my friends... Especially not Gwen... No one harms her."_

Briefly wondering why he was so protective of Gwen more then Ben, Stan shrugged to himself thinking he was just overprotective.

Little did he know as the summer went on, Stan's feelings for Gwen would only continue to grow...

Flick!

On the dashboard below the radio, Max quickly flicked his finger on an invisible blue button.

Beep!

The button beeped and flicked over revealing an emergency plane shaft with various yellow lines on it.

Pulling down the plane shaft, the Rust Bucket shook slightly.

Whirr...

On the roof, the antenna on the RV rolled up and vanished into the Rust Bucket whilst a pair of rocket engines appeared on the top of the RV.

Whirrr... Rumble...

The rocket engines glowed red as they extended slightly with plane wings forming above the rocket engine whilst the back of the Rust Bucket followed suit.

WHIRRRR! RUMBLE...

The rocket engines then ignited bellowing out flames from the engines as the RV blasted off down the road with smoke and dust being ripped off the muddy road.

THWOOSH!

Feeling himself shaking in the Rust Bucket, Stan gripped onto the seat cover tightly as did Ben who was clutching the table in the side booth.

"So... How many aliens did you store in that Null Void device?!" Stan yelled to Max loudly.

"At least a couple hundred, but it's a portal to an alternate dimension. In theory, it could have millions inside of it! Max shouted back to Stan.

"Well, that's just fricken great!" Ben sarcastically yelled from the side booth of the table.

THWOOSH! WHAM!

The Rust Bucket was speeding by so fast that it knocked over a 50 mph sign that was sent flying onto the nearby grass verge.

Further ahead on the road in Phil's car...

Tapping the wheel slightly, Phil continued driving the blue car not noticing Gwen slowly peer her head up from underneath the blanket.

Looking around, Gwen noticed the Null Void Projector and carefully extended her hand to grab the unique weapon.

GRAB!

However, Phil had spotted Gwen from the driving mirror and complained in annoyance, "Oh no you don't!"

Annoyed, Gwen grabbed hold onto the weapon as Phil grabbed hold of the weapon with his right hand and gripped the steering wheel with his left hand.

SCREECH! WHOOSH!

The blue car slowly skidded from one side of the road coming very close to hitting the rocky ledge nearby as it ended up on the right side of the road.

HONK! HONK! HONK!

Stunned, Phil turned his head around and noticed a massive cargo truck heading straight for him.

"Holy Sh..." Phil cursed under his breath as he let go of Gwen's hand and placed both hands on the steering wheel.

WHOOSH! SCREECH!

The blue car narrowly missed being skewered by the cargo truck as Gwen grabbed hold of the Null Void Projector.

Realizing she had a dangerous weapon, Gwen pulled down the window she was near and dangled the gun out of the window.

"Better start thinking about a new line of work, because this thing is going bye-bye." Gwen mocked Phil about his current status.

Feeling annoyed at this setback, Phil then slammed his right foot onto the brake.

SCREECH!

The blue car screeched to a halt as Gwen accidentally dropped the Null Void Projector onto the floor.

Determined to get the Null Void Projector back, Phil tapped the centre of the car's steering wheel.

Flick!

The centre of the steering wheel glowed blue as an automatic voice blared out, "Autopilot mode engaged."

Unstrapping his seat belt, Phil turned around and leaned in the back of the car and grabbed hold of the Null Void Projector just as Gwen grabbed it.

It then became a tug of war as Gwen and Phil pulled the weapon on either side before Phil accidentally pulled the trigger on the Null Void Projector.

WHOOSH! BZZTT!

A large yellow beam then flew out of the gun as a huge yellow portal grew bigger on the outside of the car...

Thinking things couldn't get any worse, Phil froze in shock as he noticed the Rust Bucket chasing after him.

Inside the Rust Bucket, Max angrily glared at his former friend turned enemy whilst Stan just angrily gritted his teeth.

Knowing how dangerous both Max and Stan were, Phil turned his head to Gwen saying, "Good idea, we could use a distraction."

Finally, something emerged from the yellow portal.

It was a large grey flying alien.

Interestingly enough the front face of the alien looked similar to that of a Vulpimancer with thick sharp teeth pointing up from its mouth.

However, this was where the similarities ended.

Thick grey leathery skin dominated the flying alien as a huge mass of slithering grey tentacles replaced its legs.

Finally, two huge bat-like wings popped up from the sides of the alien.

This is a Null Guardian, a huge bat-like alien which is the main flying species within the Null Void.

Flapping its wings loudly, the Null Guardian looked around before hissing loudly, "HISS!"

Inside the Rust Bucket, Stan felt his jaw drop in shock before he shouted out, "Something tells me that's not the state bird of South Dakota!"

"That's a Null Guardian!" Max yelled back to Stan still focused on driving the Rust Bucket.

WHOOSH! FLAP!

The giant Null Guardian hissed and landed on the front windshield of the Rust Bucket.

SLAM! RUMBLE...

"Gah!" Max yelled in shock as he and Stan noticed the Null Guardian's tentacles ensnare the front of the vehicle just as the glass on the Rv broke.

CRASH!

"HISSS!" The Null Guardian growled loudly as it attempted to use its tentacles to ensnare Stan.

Knowing what had to be done, Stan shouted out bravely, "We need some muscle to stop this thing! And I know just the alien for the job!"

BEEP!

The Omnitrix then finished recharging on Stan's right arm as he activated the alien device finishing off, "Four Arms of muscle!"

Stan then tapped down the Omnitrix core and transformed.

FLASH!

A bright green flash of light blinded Max and the front of the Rust Bucket briefly as Grey Matter then appeared from the light.

"Grey Matter?! I said muscle, not miniscule!" Grey Matter angrily complained.

SMASH!

One of the Null Guardian's tentacles then smashed through the window again.

Covering his eyes briefly, Grey Matter sighed in annoyance and ran over to the tentacle.

WHOOSH! THWIP!

Using his suction cups on his hands, The Galvan slowly clambered up the Null Guardian's tentacle before he climbed up to the top and landed on the flying alien's head.

Looking over the Null Guardian's fur, Grey Matter analyzed the bat alien before rambling, "Triggering the correct sequence of synapses should allow me some rudimentary motor control."

No longer rambling, Grey Matter smiled happily before muttering, "Good thing, I know what I'm talking about."

Leaning down, Grey Matter grunted slightly as he pulled up two synapses the Null Guardian had.

"HISS!" The Null Guardian howled in pain as it flew back from the Rust Bucket.

"Hugh... Ha!" Grey Matter shouted out loudly as he changed the direction of the synapses on the alien.

SNAP!

Having no choice but to obey Grey Matter, The Null Guardian flew away from the Rust Bucket upwards into the air.

FLAP! WHOOSH!

Back inside Phil's car at the same time...

"Urgh..." Gwen grunted struggling to hold onto the Null Void Projector as Phil slowly used his strength to beat Gwen.

SNAP!

Snatching the Null Void Projector from Gwen's hands, Phil turned around and noticed the Null Guardian flying towards the windshield of his car.

WHOOSH! FLAP! SLAM!

The massive alien crashed into the windshield as the glass cracked and shook the car.

SHAKE... RUMBLE...

The blue vehicle shuddered slightly as Gwen noticed the centre view mirror fly near her.

On the outside, Phil's car screeched across the road before the vehicle impacted a barrier on a bridge finally coming to a halt.

SCREECH! WHOOSH! CRASH!

"Woah!" Grey Matter screamed as the Galvan was sent flying off the knocked out Null Guardian and onto the damaged gravel near the bridge.

"Ugh!" Grey Matter muttered in pain as he dangled above the bridge below where a large river lurked below him.

Trying not to look down, the car door then opened as Phil tumbled out and crashed against the bridge barrier grunting, "Ooof!" in pain.

Shaking his head, Phil noticed Grey Matter slowly climb back onto the road surface as the young Galvan glared at Phil in anger.

"Back off small fry!" Phil yelled to Grey Matter clutching the Null Void Projector before he explained, "Or, I'll release every alien in this thing!"

"Then you'll be out of a respectable job, you faker." Grey Matter bluntly replied feeling angry against Phil for everything he had caused in the long night as Gwen watched the argument from the car.

Still trying to win Stan over, Phil spoke one last time, "It doesn't have to be this way, we could all work together!"

"No way! After all the trouble, you've caused, your going down for good." Grey Matter shouted back defiantly.

Looking around the car at the same time, Gwen noticed the broken mirror and grabbed hold of it smirking slightly.

Whirrr...

Giving up on Stan, Phil activated the Null Void Projector mocking the Galvan, "Well then, your all going to be very busy!"

"I told you, anyone, who threatens me or my extended family ends up in a bad situation." Grey Matter warned Phil.

No paying attention, Phil carefully placed his finger on the trigger of the Null Void Projector just as Gwen yelled, "Stan! Catch!"

Turning around to Gwen, Grey Matter grabbed hold of the rearview mirror Gwen chucked at him just as Phil fired the laser beam from the Null Void Projector.

WHOOSH! BZZTT!

The yellow beam thankfully reflected off the rearview mirror and blasted into Phil.

ZAP! SPARK!

The yellow energy beam blasted into Phil's body as he began shaking before he yelled out angrily, "NOOOOOOOOO!"

BZZTT! WHOOSH! ZAP!

" _Someone people never learn..."_ Grey Matter thought in his head as Gwen grabbed the Null Void Projector saying, "See ya!"

"And I definitely wouldn't want to be ya." Grey Matter couldn't help but respond to the quote.

Giggling slightly, Gwen looked at Grey Matter and happily asked, "So, who's next?"

Grey Matter couldn't help but feel extremely happy around Gwen as his large brain wondered in confusion, " _What was wrong with him when he was around Gwen?"_

SCREECH! WHOOSH!

Before Grey Matter could reply, the Rust Bucket then screeched over and arrived on the scene.

Nearly twenty mins later back in the Mount Rushmore base...

"ROAR!" The Wigisillan Org Beast roared out angrily before a yellow energy beam zapped it.

WHOOSH! BZZTT! ZAP!

The Wigisillan Org Beast was then sucked back into the Null Void.

"And that's the last of them." Max sighed in relief standing near the kids as he turned off the Null Void Projector.

Ben was sat next to Max on the left side whilst Stan was standing in between Gwen and Max.

Silence ensured over the group before Max once again remarked, "I'll say it again, I'm sorry I kept my past a secret for so long. I should have known I could trust your kids."

Shrugging to Max, Gwen spoke back, "It's okay, we already went over this earlier."

"Yeah... Well, there goes the Plumber business in the family." Ben sadly replied.

Turning to face Ben, Max confidently spoke to him, "And for what it's worth Ben, I think you have the makings of becoming a great Plumber."

"Really Grandpa?!" Ben shouted to Max in excitement as Stan smiled happily saying, "Maybe we all do..."

"Hey, I and Ben are your grandkids, what would you expect?" Gwen asked Max who smiled back knowing that they would keep his secret.

Walking back to the sealed vault, Stan couldn't help but think about how odd he had been acting in the evening.

For some reason, Gwen had constantly popped up as being more important then Ben, if not even more.

" _What's going on? Why did I feel so odd around Gwen tonight? It just doesn't make any sense... I should talk to Max, maybe he knows what's wrong with me."_ Stan mused in his head as the group entered the vault.

Placing the Null Void Projector back onto the floating pedestal, Max turned around as Gwen asked him, "What about Phil?"

"I think there are some things about this job we're better off not knowing," Max replied.

"Well, it was his fault he ended up in the Null Void, to begin with." Stan reasoned with the others.

Agreeing with Stan, Max looked at the Null Void Projector one last time before the group finally left the vault behind.

 **Author's note: BOOM! The first chapter of Part 2 is complete!**

 **One thing I wanted to explore in the next few chapters is how Stan's** **relationship with all the characters will change and get more complex and stronger as the series goes on.**

 **For example, Stan will start to see Max as more of a grandfather figure rather just a grown-up that he cares about as the season goes on.**

 **Stan's friendship with Ben will only get stronger from here on out, as I hope to expand this dynamic.**

 **As for Gwen?**

 **I think you can guess what may end up happening long term. ;)**

 **Until the next chapter! Bye Bye!**


	15. Chapter 15: The Big Tick

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Hello there! Here I am with yet another** **chapter of Stan 10!**

 **This new chapter introduces the first of the new five aliens that Stan will acquire during the second half of the story.**

 **Well, let's get started then shall we?**

 **As always,** **Remember to reading, Review and Favourite!**

Italics: _Thinking._

Previously on Stan 10: Having kept his secret as a Plumber hidden from the others, Max fully explained his past to the kids.

Whilst on the road, the group encountered Max's old partner, Phil.

Phil used to be a Plumber who worked with Max as he continued his current job occupation today.

Sadly, it was discovered that Phil was using a device known as the Null Void Projector to release aliens in the local area and capture them to make money.

After a brief skirmish with Phil beaten, the group finally moved on from Mount Rushmore and arrived at Yellowstone National Park a few days later.

However, a new gigantic threat will soon appear resulting in Stan acquiring a brand new alien to fight this threat...

Chapter 15: 'The Big Tick.'

It was a glorious day at Yellowstone National Park as the sun shined brightly upon the national wildlife park.

The national landmark known as Yellowstone National Park is located in the state of Wyoming with the borders of the landmark near other states as well.

The nature reserve was home to a massive forest, rivers and various tar pits and geysers dotting the landscape.

Also, massive canyons were found in the national wilderness landmark with steam lakes dotting the landscape in the volcanic areas of the nature reserve.

The national landmark known as Yellowstone National Park is located in the state of Wyoming with the borders of the landmark near other states as well.

Rumble... WHOOSH!

Near a large waterfall, the steam geyser known as Old Faithful erupted sending steam billowing above the active volcanic tar pits.

Further down the river near the waterfall, the Rust Bucket was parked nearby in a small car park locked up.

As a deer grazed on some grass nearby, Max walked near the stream with Gwen and Stan watching the awe-inspiring landscape.

 _"Wow... This is such a beautiful national park. Moments like this just make me realize how special life truly is."_ Stan thought in his head observing the scenery.

Sniffing the air slightly, Max happily stated to the kids, "Ah... Nothing like finally relaxing in the peace of the great outdoors.|

"Hawk!" A pair of crows then hawked before Ben complained loudly, "Darn it! Darn it! I hate this stupid thing!"

"Oh come on..." Stan muttered in annoyance as Gwen replied, "Or not."

Turning around, Ben walked behind the group wearing a pair of earphones connected to his head with a small radio in his pocket.

"Astronomers at Mount Hamilton have caught a glimpse of a small meteor and it appears to be heading towards the northwest part of the state." The radio Ben was wearing dropped on.

"What's the matter, Ben?" Max questioned his grandson who replied, "I'm bored."

"Bored?! How can you bored in a national landmark like Yellowstone National Park Ben?" Stan asked his friend moving closer to him.

Rumble...

Ben's stomach then grumbled slightly before he noticed the Omnitrix on Stan's right arm.

Smirking, Ben attempted to move his arm towards the device saying to Stan, "Why don't you go XLR8 and get me a double cheeseburger from that place in Casper?"

Remembering Ben's previous incidents he had caused with the Omnitrix, Stan drove back his arm away from Ben's prying hands saying, "Really?! Do you want to use the watch again for your selfish desires? Haven't you learnt anything from past events these last four weeks?"

"So?! I'm bored and I don't want to be stuck here all day!" Ben complained back in annoyance attempting to grab the Omnitrix.

Stepping in between Stan and Ben, Gwen informed them both, "Can you both quit arguing? Besides, as Stan said earlier, Yellowstone is one of the coolest places around. Just hang out and appreciate it, Ben."

Nodding to the kids, Max walked over to a nearby log saying, "Gwen's right, now we can live right off the land!"

Rolling the log over, Max found a large hive of slimy grub worms squiggling below the rock.

Leaning down, Max grabbed one of the grub worms muttering hungrily, "Um... Grubworms! Full of protein."

As Max eat the grubworm, Ben and Stan stopped arguing as all the kids watched in horror and shock.

"Ewwww..." All of the kids replied together as they watched Max swallow the grubworm fully.

"Anyway, you grill them up with a sun-dried potato paste, they are delicious!" Max happily muttered to the kids.

Grossed out enough, Gwen then grabbed hold of the Omnitrix on Stan's right arm and began twisting the dial on the device.

"Maybe I can help! I'll take my burger with chilli." Gwen informed Stan as Ben then grabbed hold of Stan's right arm and began pressing the green button numerous times.

BEEP! BEEP!

The Omnitrix beeped numerous times as Stan nervously yelled to Ben and Gwen, " Uh... I don't think you two should be messing around with the watch like this!"

Grabbing hold of the Omnitrix with his left hand, Stan then noticed the watch glow green before the core popped up quickly.

BEEP! ZAP!

Green sparks flashed off the Omnitrix as Stan's blue eyes widened in shock.

Stunned, Ben and Gwen stepped back in shock as Max also noticed the Omnitrix beeping on Stan's arm.

BEEP...

The Omnitrix then finished glowing as a massive flash of green light overcame Stan as he felt his eyes briefly flash green.

As Stan transformed, he felt himself getting bigger and rounder as his right arm slowly grew in size whilst yellow armour began emerging from his body...

FLASH!

"URGH!" Both Ben and Gwen yelled together at the same time as they stepped back in shock once the bright green light faded.

Slowly, the Tennyson trio noticed a new alien appear from the green light as dust surrounded the alien briefly.

"Woah... Woah... WOAH!" The alien shouted out loudly as Stan's childlike voice had now deepened significantly being thick and loud.

Struggling to maintain his balance, the alien crashed onto the dirt ground backwards.

CRASH!

Dazed, the alien opened his eyes and noticed his thick white bulky arms as four claw-like fingers covered both his hands whilst the Tennyson trio approached him.

"Urgh... Everyone, what am I?!" The alien shouted in confusion not knowing what he had turned into.

Ben couldn't help but laugh slightly as Gwen sarcastically remarked, "Now that's a heroic pose."

Rolling his eyes, the alien replied, "Real funny."

Carefully, Max, Gwen and Ben leaned down and slowly dragged up the new alien off the ground that appeared where Stan once was.

Now off the ground and standing upright on his two feet, the new alien began observing himself.

The new alien was medium-sized and appeared to have a humanoid pillbug shaped body.

His black shoulders and back were covered with various yellow pieces of armour that littered the back of his body that covered the back of his arms down to his legs.

His skin was a bright vibrant white colour with black rims covering the yellow armour bulks he had with a large black stripe running down the middle of his pillbug like body and stopping near his mouth down to his legs.

More peculiar was the fact that the alien had three black claws on his feet and four black claws on his hand acting as toes and fingers.

Also, he had bright yellow eyes similar to Diamondhead with black markings surrounding them.

Finally, the Omnitrix symbol was located on the alien's forehead with his mouth containing sharp pointy teeth.

Stan had become an Arburian Pelarota known as Cannonbolt.

Looking over his new pillbug body in wonder, Cannonbolt's yellow eyes stared at his body before he muttered in shock, "I can't believe it, I'm a new alien... This is crazy."

"And where there's one more, who knows there could be a hundred more," Max responded in shock and awe wondering how many aliens were inside the Omnitrix.

Gwen merely looked at Cannonbolt in awe and shock speechless thinking about how she was responsible for Stan's current predicament.

"Have you come up with a name yet for this guy?" Ben asked Cannonbolt in excitement fascinated by the presence of a new alien species.

Looking at Ben, the Arburian Pelarota bluntly responded, "Ben, I don't even know how this alien works, I didn't even know I could turn into him."

Holding her hand over her chin, Gwen suggested, "It seems like when I and dweeb were messing with the watch, we must have accidentally unlocked whatever this thing is."

"That may be true, It is possible for certain devices to have secret features, maybe this alien was just a hidden secret somewhere," Cannonbolt responded scratching his mouth with his clawed left hand.

"What do you think he does anyway? He looks well... worthless." Ben suggested to Cannonbolt.

Feeling offended, the Arburian Pelarota shouted out loudly, "Hey, I am not worthless!"

Stunned by what Cannonbolt said, everyone watched as the Arburian Pelarota then muttered, "I can do something... I just need to figure it out."

Carefully calming down, Cannonbolt noticed that his whole body was circular along with the yellow armour almost curling up around him.

"Hmm... I wonder what would happen if I crouched down?" Cannonbolt mused in curiosity.

Crouching downwards, the Arburian Pelarota felt himself rolling up into a ball just as he felt noticing something trailing across the sky.

Rumble...

Looking upwards, Gwen noticed a large flaming meteorite plunge towards the ground.

"DUCK!" Gwen yelled out loudly to everyone as Ben panicked shouting, "OH CRAP!"

Cannonbolt immediately froze and stopped crouching as he stood upwards whilst the Tennyson trio scattered.

"Huh?" Cannonbolt muttered in confusion as he turned around and noticed the flaming meteorite heading straight towards him.

"GAH!" The Arburian Pelarota panicked as he stumbled and fell onto his back on the dirt ground again.

Thud!

The flaming meteorite impacted the nearby forest as a massive explosion ripped trees apart in the landscape.

WHOOSH! KA-BLAM! RUMBLE...

Dozens of animals and birds also fled the area as a thick plume of smoke and dust rose up from the impact site.

"What the hell was that?!" Ben yelled in shock stunned by the meteorite.

"From what I can tell, it looks like some kind of rocky object burnt up and crashlanded on Earth as a meteorite," Max explained to Ben calmly.

"Think it's like the one that wiped out the dinosaurs?" Gwen asked Max who suggested, "Maybe smaller."

CRASH!

Cannonbolt then slowly attempted to get up only to crash back onto the muddy ground.

"Urgh... This alien has got to go!" Cannonbolt ranted angrily as he grunted and placed his hands and feet together.

However, Cannonbolt's yellow armour then expanded and covered him before the Arburian Pelarota rolled into a ball accidentally.

Cannonbolt's yellow armour now fully encased the alien as the yellow armour plates with black stripes formed a ball-like shape.

"WHOA! This is interesting!" Cannonbolt shouted from underneath the ball with his voice slightly muffled.

THWOOSH! Whirr... Rumble...

Then, Cannonbolt started to roll forward slightly before he ended up rolling away faster yelling out, "NOW I CAN'T STOP ROLLING! HELP!"

As the Tennyson trio stepped aside, Cannonbolt ended up rolling towards the meteorite as Gwen remarked, "Don't you mean got to roll?"

"That's kinda cool actually..." Ben muttered agreeing with Gwen as Max then informed Cannonbolt, "Look on the bright side, you're heading in the direction of the meteor."

Rumble... Whirr... Rumble...

A few moments later...

Cannonbolt slowly rolled up towards the meteorite and stopped still trapped inside the yellow ball as a thick dust trail rose upwards behind him.

"Oh come on... How do I..." Cannonbolt muttered before the yellow ball began opening up.

THWOOSH! THUD!

The yellow ball then opened up as Cannonbolt reverted to his humanoid form and crashed onto the dirt ground face first.

"Urgh... I don't like this alien." The Arburian Pelarota muttered in disbelief feeling dizzy inside the ball.

Slowly looking upwards, Cannonbolt noticed the massive meteorite.

The massive object from space was coated in a thick dark red rocky substance that covered it like a giant shell.

The rock was also leaned slightly in the muddy trench it had created with the giant structure dominating the forest landscape it surrounded.

Standing off the dirt ground, The Arburian Pelarota studied the gigantic alien rock thinking, " _Okay, I've seen enough sci-fi movies like Star Trek and 2001: A Space_ _Odyssey_ _to know that any sort of object that crashes from space is never a good sign."_

Hearing the Tennyson trio running behind him, Cannonbolt briefly shook his head before turning around to the group saying, "Have you seen how big this thing is? It's huge."

"You're right Stan, This meteor must be the size of a small skyscraper," Max replied estimating how big the rocky structure was.

"I don't get it, Aren't meteors supposed to be rocky and dull instead of bright red?" Ben asked the group in confusion.

"Even I don't know the answer to that one," Gwen responded to Ben just as confused if not more.

Rumble...

The ground then shook slightly as Cannonbolt struggled to maintain his balance and crashed onto the dirt trench face fist.

THUD!

"Oh man..." Cannonbolt muttered in embarrassment as he struggled to stand on his feet.

Rumble... SNAP! CRACK!

The large red meteorite began falling apart as the rocky structure gained cracks and began shaking.

"And alive!" Gwen shouted to the others in shock as Cannonbolt managed to stand on his knees.

SNAP! CRACK! Rumble... SNAP! Creak... CRACK!

The rocky material continued to snap and fall apart as the cracks increased in size with rocks starting to fall off the meteorite.

SNAP! SQUELCH!

Immediately, a giant purple insect-like leg snapped out of the rocky structure.

"Everyone get back!" Max shouted out to the kids and Cannonbolt.

Automatically, Ben and Gwen turned around and began running off with Max as Cannonbolt gulped and quickly morphed into his ball form.

THWOOSH! WHIRRR! RUMBLE!

Rolling away from the giant structure, the huge insect-like leg slammed into the dirt ground nearby.

WHAM!

Dirt and dust were sent flying into the air as more giant purple insect legs emerged from the meteorite as the giant alien burrowed its way into the dirt trench.

SNAP! SQUELCH! WHAM! RUMBLE!

The Tennyson trio and the singular Arburian Pelarota managed to get away from the rocky rubble and debris raining down all over the muddy trench.

Morphing back into his normal form, Cannonbolt watched in shock along with the Tennyson trio as the rocky meteorite shredded its rocky exterior.

CRASH! WHAM! THUNK! CRACK!

As the rocky structure of the alien cracked and landed on the dirt trench nearby, a horrific and massive alien creature emerged.

It was a gigantic parasite alien the size of a small building with blue holes near the side of its mouth.

Huge thick fleshy purple tentacles covered the mouth of the alien as it burrowed its face into the dirt trench whilst three purple insect-like legs dug into the ground.

On the circular back, it had, purple dominated the back of the creature with black stripes covering it across with blue rectangles near the middle of each section dividing it into chunks of the creature.

WHAM! THUNK!

Max narrowly dodged being buried by the tick alien as it began shaking slightly with its insect legs digging deeper into the ground.

On the sides of the tick, the blue holes began shaking before they opened up releasing a smelly green gas.

SQUELCH! SPLAT!

The green gas emitted from the alien covered the area briefly as the group clutched their noses in disgust.

"Phew... And quite aromatic." Max groaned in disgust holding his nose before he began walking to the big tick.

"Jeez... Should have prayed for refrigeration on this thing." Cannonbolt muttered in shock wiping the gas away from his face not having a nose to smell anything with.

"I just thought it was Ben not taking a shower for three days." Gwen then sarcastically stated to Ben who replied proudly, "Make that four! And counting."

Approaching the giant tick alien, Max placed his hand on the giant alien and felt it moving with its heart beating loudly.

THUMP! THUMP! THUMP!

Moving away from the alien in shock, Max shouted out to the others, "Whatever this thing is, it's alive and it can't be good."

Unbeknownst to the group, a singular spaceship was floating above the ground nearby.

The light grey spaceship was circular and was very small with two ends pointing at the front along with a small end pointing at the back of the ship.

Whirr... HISS!

At the bottom of the spaceship, a circular hatch opened up and floated downwards as three varying aliens were present on the platform.

The alien in the centre of the sphere was of medium height and appeared to be the leader of the alien trio.

He had six tentacle legs with two arms with three fingers and a thumb on each one with his skin being light blue.

He wore a white robe that covered his body along with a pair of gloves to cover his fingers.

Lastly, he wore a necklace around his neck with a singular charm dangling from the side with his light blue eyes staring at the big tick and the group with a purple gem in his head.

His name was Yollbor and he was the leader of the alien trio.

The second alien was the smallest member of the alien trio going up to Yollbor's chest.

He had yellow skin and had six arms with three being on each side of his small body along with two feet.

He also had a purple gem in the top of his yellow head as his yellow eyes stared on dazzles.

Like Yollbor, he wore a white robe that covered his body along with a necklace around his neck.

His name was Xeedor and he was the smallest member of the trio.

The last alien was the biggest member of the trio being the heavyweight member.

He had a large green and bulky body and was carrying a huge purple axe.

His body had two large arms along with two regular legs whilst his face was covered in four red-eye stalks with a small gem in the centre of his head with his chin being bulky.

Like the other two, he wore a white-robed jumpsuit that covered his body along with a necklace and charm dangling around his neck.

His name was Rulark and he was the bodyguard of the alien trio.

Looking down over the big tick and the group, Yollbor stretched out his arms declaring loudly, "Rejoice! He's arrived in all his glorious glory."

The large hatch then split up into three circular platforms that each member of the cult possessed.

Whirrr...

Each floating platform had a blue ball of energy underneath that stabilized the alien vehicle as the trio floated down to the group.

"What in the..." Cannonbolt muttered in confusion as he spotted Xeedor floating past him.

Stopping near the husk of the big tick alien, Xeedor placed his hands on the earpiece muttering, "I await his proclamation."

Placing his head on the husk, Xeedor felt the heartbeat of the alien tick beat in his head.

THUMP! THUMP! THUMP!

Stunned, Max looked at Ruark and Yollbor before asking out loudly, "Who are you three and what are you doing on Earth?"

Intrigued by Max, Yollbor floated above him saying calmly, "Relax... We come in peace."

Bowing his head down, Ruark then guarded Yollbor as Gwen sarcastically replied, "That's what they all say, right before they blow you all to bits."

"Gwen's right, Freaks like you always come along saying stuff about peace and then something bad happens," Ben spoke agreeing with Gwen's attitude towards the alien trio.

"Hmm... A pair of Terran's with attitude." Ruark spoke loudly as he floated past Ben and Gwen before continuing, "I've heard they exist here in large numbers, or should I say did."

"Urgh..." Cannonbolt muttered standing up from the dirt ground saying, "Well, Earth is the homeworld of Humans after all."

Noticing Cannonbolt stand up, Yollbor floated down stating, "And an Arburian Pelarota to boot."

"At least we know what you are now," Gwen whispered to Cannonbolt who nodded back in response.

"His presence here must be a sign provided by the 'Great One'," Yollbor explained smiling slightly.

"The Great One?" Cannonbolt asked back as Yollbor gestured out his hands saying, "Indeed, is he not tremendous?"

Everyone then looked at the giant tick alien which was known as the Great One as Ruark floated over near Xeedor who was hugging the giant tick.

" _Oh, this is a great day so far... Not only do I get stuck with a new crap alien, But a bunch of religious aliens are also worshipping a giant tick. W_ _eirdest_ _adventure yet."_ Cannobolt thought in his head wondering what would happen next.

"Tremendous... Tremendous... All hail the tremendous one!" The alien cult shouted together at the same time causing Cannonbolt to stop thinking.

Shaking his head, the Arburian Pelarota noticed Ruark floating near him saying, "But you're a little far from home aren't you?"

"Closer then you'd think," Cannonbolt replied bluntly as Ruark stated, "Unfortunately there's nothing to go back to. The Great One purified your planet last week."

"WHAT?!" The young Arburian Pelarota shouted out in shock and sadness stunned by the fact that he was now part of an extinct species if not wiped out an alien race.

"SSSH!" Xeedor shouted back loudly in annoyance before stating, "Everyone quiet down!"

Floating back to the Great One, Xeedor placed his hands on the alien's earpiece muttering, "He's speaking to me."

Looking around, Ben shrugged replying, "I don't hear anything."

"Only I speak his language!" Xeedor shouted back to Ben loudly as the small alien placed his right arm's on the Great One.

Moving his arms across the Great One, Xeedor heard the giant tick alien humming slightly multiple times.

"The Great One says that your planet will be purified before the next moon. You are quite lucky." Xeedor happily declared before he hugged the Great One.

Whirrr... Rumble...

The dirt ground began shaking slightly as, near the tentacles of the great one, the ground began darkening significantly.

WHOOSH!

Then the darkened ground spread to the trees and then the vast majority of Yellowstone National Park...

Enraged by what was going on, Cannonbolt gritted his teeth slightly before Max angrily shouted out, "I don't think so!"

"No... It's quite the experience." Yollbor explained as he floated past the group from Earth stating, "Let me show you."

The Tennyson trio and Cannonbolt remained silent as Yollbor floated near Ruark who said in annoyance, "Ah... Not the audiovisual thing again."

Awkward silence occurred as Yollbor stared at Ruark awkwardly before he moved his fingers up to his head and pressed a charm on the side of his head.

Flick! Whoosh!

The main charm on Yollbor's head glowed purple as it displayed a 3D purple model of an Earth-like planet to the group.

"We followed the Great One from planet to planet, galaxy to galaxy, after he paid a visit to each and every one of our planets," Yollbor explained as the 3D model zoomed in on a display of the Great One burrowing into the ground.

"Notice his technique, the deep burrowing off the appendages into the core of the planet rotting it from the inside and then ingesting it." Yollbor finished explaining as the Great One destroyed the planet before it exploded on the model.

"That's what he is going to do here?!" Gwen muttered in shock and disbelief as Yolbor turned off the holographic model and smiled darkly saying, "Of course."

"Your cities will be laid to waste, your oceans will dry up, your mountains will crumble..." Ybor happily praised as Cannonbolt glared at the alien cult in anger.

To rub in salt to the wound, Ruark darkly exclaimed, "It will be the end of the world as you know it."

The cult then shouted at the same time, "Rejoice! Rejoice! Rejoice!"

Fed up with the cult boasting about their superstitious nonsense Cannonbolt yelled out, "I don't think so! You lot aren't the first to try and cause havoc on Earth!"

Remembering how he rolled into a ball earlier, the Arburian Pelarota quickly morphed into his armoured ball shape and rolled forward quickly.

THWOOSH! Whirr... Rumble...

Charging towards a smirking Yolbor, Ruark quickly dived in and smacked Cannonbolt with his large purple axe.

WHOOSH! SMACK! CLANG!

Cannonball's ball was sent flying sidewards as the Tennyson trio narrowly missed the incoming projectile.

CRASH! WHAM!

"ARGHHH!" Cannonbolt screamed from within his ball as the Tennyson trio ran after him leaving the alien cultists behind.

"We're coming, Stan!" Max shouted back to the Arburian Pelarota as the group ran off whilst Ruark muttered out, "That's better."

The alien cult then turned around and continued worshipping the Great One as the giant tick alien began ripping apart Earth's core...

Trees groaned and collided as Cannonbolt struggled to control his out of control ball.

WHOOSH! THWACK! WHAM! BOING! CRASH!

"OOF!" "GAH!" "OW!" Cannonbolt grunted in pain as he bounced off the trees and other objects in the area.

The Tennyson trio then ran into the wooded clearing as Max shouted out, "Stan?!"

WHOOSH! CRASH! WHACK!

Cannonbolt then appeared out of nowhere and crashed into the back of Max, Gwen and Ben at the same time.

WHOOSH! KA-CRASH!

"ARGH!" Everyone screamed as the group ended up tumbling and rolling down a dusty hill.

At the same time, Cannonbolt then morphed back to his normal state as the Omnitrix symbol on his head began flashing red.

THWOOSH! Whirr... Rumble... BEEP! WHAM! BEEP! SMACK! BEEP

Everyone then landed near the bottom of the muddy hill as Cannonbolt was engulfed by a flash of red light.

FLASH!

Immediately, Cannonbolt vanished as Stan emerged flying down on his back before he landed face-first onto the muddy slope as everyone else rolled nearby.

"Owww... My leg..." Ben groaned in pain as he slowly sat up from the ground clutching his dusty leg with his left hand.

"Ohh... " Max grunted slightly as he slowly shook his head and noticed the kids covered in mud and dust.

"Whoa... What was that all about?" Gwen groaned sitting on her back as Stan muttered from the ground, "MPH!"

Confused, Gwen looked at Stan as he removed his face from the muddy ground coughing loudly before he noticed his dirty condition.

"MESSY! MESSY!" Stan frantically shouted panicking as he stood upwards and began wiping himself free of mud and dust.

"Um hello?! Can't you give up your obsession with staying clean from mud and dirt?" Gwen muttered in annoyance to Stan who finished wiping the dirt off his clothing.

"Must stay clean from mud at all times when normal." Stan bluntly replied as he shook his head making sure the dirt was clean off him.

"Oh, man Stan... That watch of your's gives you a new alien out of the blue and all it can do is roll around, totally not fair!" Ben then ranted to Stan.

Glaring back at Ben, Stan ranted out, "I told you not to touch the blasted watch as usual Ben! You made me transform into that bowling ball alien, to begin with!"

Fed up with Ben and Stan arguing like normal, Gwen stood upwards and reminded them, "Oh that's right! Don't worry about the fact that some giant plant sucker is about to wipe Earth off the face off the universe! Because that's fair."

Finishing the rant, Gwen then crossed her arms and froze when she noticed the leaves on the trees decaying and falling off.

Snap... Rustle... Rumble...

The ground shook significantly as the trees groaned before being replaced as Earth's atmosphere began changing.

SQUELCH! SPLURT!

The once healthy green trees mutated into thick purple piles of mush and slop as the blue sky slowly changed into a dark red colour.

"The trees, they're changing colour!" Ben shouted in shock as Max gulped muttering out, "We have to get back up that hill and destroy the Great One before it destroys everything..."

"Damn right, let's go," Stan spoke agreeing with Max as the group began climbing up the dirt hill.

 _"Okay, How do I even fix this chaotic situation?"_ Stan mused in his head as he climbed to the top of the hill with the others.

SQUELCH! SPLURT! RUMBLE...

As the group arrived at the top, they noticed a series of large purple tentacles waving in the air below a puddle of muddy quicksand.

"Whoa! These weren't here when we rolled down the hill were they?!" Ben asked the group stunned by the tentacles.

"No! I think we would have remembered them!" Gwen spoke back to Max as Stan remarked, "They look like Tentacles from Half-Life 1!"

"That big tick's poison is mutating the landscape." Max nervously explained to the group as the purple tentacles moved closer.

Remembering how tentacles worked in Half-Life, Stan quietly whispered to the group, "Try and stay quiet, these things might detect us moving."

As the tentacles slithered closer, unfortunately, Gwen freaked out in anger as a tentacle got close to her.

"URGH! Get your slimy whatever they are away from me!" Gwen shouted at the alien tentacle in anger as she slapped it with her hand.

SLAP!

Immediately, the tentacle glared at Gwen and recoiled around her dangling the young human in the air.

SPLAT! WHOOSH!

"ARGH!" Gwen screamed in shock as Ben yelled out, "Stan said to stay silent!"

The other tentacles then heard the noise and recoiled around the remaining three humans off the dirt ground.

SPLAT! GRAB! SPLAT! WHOOSH! SPLAT! THWOOSH!

"GAH!" Max grunted struggling to break free flaying his legs in the air whilst Ben yelled out hitting the tentacle with his hands, "UGH!"

"ARGH!" Stan screamed as he attempted to use his left hand to reactivate the Omnitrix.

BEEP! BEEP! BEEP!

The Omnitrix beeped numerous times as the watch-like device was still recharging with the dial glowing red.

"Why does no one ever listen to my advice?!" Stan yelled fed up with bad situations occurring when no one listened to him.

The tentacles slowly began dragging the group down into the muddy quicksand as everyone continued struggling to break free and escape.

"I'm sinking!" Gwen shouted out in fear before she called to Stan, "Stan! Don't you think now would be a good time to go hero?!"

"I'm trying! But the watch is recharging, plus what if I turn into something else I haven't used yet?!" Stan yelled back to Gwen struggling to get the Omnitrix working.

The group was then dragged into the muddy quicksand one at a time as columns of dirt rose up from the quicksand.

SPLAT!

Trying to ignore everyone screaming and panicking, Stan slowly felt the mud encase his trainers and trousers.

"Come on... Come on... Work!" Stan begged loudly before he heard the Omnitrix beeping.

BEEP!

The watch symbol then flashed from red to green as Stan frantically scrolled through the silhouettes as he vanished into the muddy quicksand.

"STAN!" Everyone shouted out at the same time.

FLASH! Rumble...

The muddy ground glowed green briefly before the muddy ground exploded.

SPLOSH! WHOOSH!

Flying above the muddy ground, Stinkfly sighed in relief as the purple tentacles attempted to ensure the Lepidopterran.

Dodging the tentacles, Stinkfly flew downwards towards the Tennyson trio and quickly grabbed them all at the same time.

WHOOSH! ZIP!

"Going up!" Stinkfly happily shouted as the bug alien flew high into the air using his insect legs to grip onto Gwen and Max tightly whilst Ben was clinging onto Stinkfly's back.

"We need to get you some underwing deodorant," Gwen spoke to Stinkfly as she covered her nose with her hand.

"Hey, it's a lot better than being grabbed hold of by giant tentacles." Ben reminded Gwen who huffed slightly.

WHOOSH! SPLAT!

"Hey!" Max shouted out in shock as Stinkfly grunted and attempted to flap his wings faster.

ZIP! FLAP! WHOOSH!

However, the tentacles began dragging Stinkfly and his passengers back towards the quicksand.

"Never was much for tug of war," Max remarked as he raised his foot and began kicking the purple tentacles.

KICK! SPLAT!

The purple tentacles recalled back as Stinkfly was blasted off above Yellowstone National Park.

The once lush and life filled forest had now decayed into a rotten and dark red colour with the dark sky dominating the local area.

"Time to tick off a tick!" Stinkfly informed the others as he flapped his wings quicker.

WHOOSH! ZIP!

Zipping past the waterfall, the blue water had now mutated into a murky brown colour as Stinkfly narrowly approached it.

Flying near the waterfall, more of the mutated purple trees groaned slightly as more purple tentacles emerged from them.

SPLAT! SPLOT! WHOOSH!

The purple tentacles lunged out at Stinkfly as the Lepidopterran quickly dodged the tentacles each time.

WHOOSH! SPLAT! THWOOSH! SPLOT! ZIP!

At the same time near the Great One...

Rumble... Snap... SPLOT!

The Great One slowly increased in size as the three alien cultists observed the process with excitement.

Rumble...

The Earth shook violently as the alien cultists turned around in confusion.

"What was that?" Ruark asked his colleagues.

Using his platform, Yollbor floated up above the rotting forest and noticed the Old Faithful geyser preparing to explode.

Thump! Thump! Thump!

The massive geyser was covered up by a huge ball of pus as thick green smoke bulged from the top of the volcanic geyser.

Smiling, Yollbor informed the others, "It appears that part of this planet is about to liberate..."

Ruark shrugged slightly whilst Xeedor placed his arms on the Great One as it hummed again to him.

"Ahh... Yes, yes... I understand." Xeedor muttered happily as Ruark asked him, "What did he say?"

Turning around Xeedor replied, "He wishes us to see the effects of his greatness and go witness his supreme and ultimate power."

The alien trio then left the Great One behind and floated over to where the Old Faithful geyser was preparing to erupt.

Back with Stinkfly and the others...

WHOOSH! FLAP!

Stinkfly flew above the rotting ruins of Yellowstone as Max looked down and stated, "Yellowstone's becoming more and more poisonous."

"We'll stop those alien creeps, don't worry Grandpa," Ben reassured Max happily.

Thump! Thump! Thump!

"What was that noise?" Gwen asked Max who replied, "Sounds like Old Faithful's ready to blow and I don't know what that tick's poison could do to it when it does."

"You're right Max, This whole site is just one giant supervolcano waiting to erupt. One detour coming up!" Stinkfly informed the group.

WHOOSH! ZIP!

Flying away from the Great one, Stinkfly flew towards the large green plume the geyser was giving off.

Thump! Rumble... Thump!

As the pressure inside the geyser continued to increase, the alien cult trio watched on before Yollbor pointed out, "I have visual recognition on the elderly man and prepubescent children. But what are they riding on?"

WHOOSH! FLAP!

Swooping down, Stinkfly loudly yelled out, "Two tons of putrid power with everyone's favourite flyer Stinkfly!"

Stinkfly then flew past the alien cult trio shouting out, "Now get out of my way! I've got a planet to save!"

Glaring at Stinkfly, Yollbor darkly muttered, "Not until we witness the eruption of the Great One's power..."

Turning around, Stinkfly smirked before informing them, "Sorry, that's not going to happen! Hold on!"

Everyone riding Stinkfly then held on tightly as the Lepidopterran finished saying, "I'm going to goop up the geyser!"

WHOOSH! ZIP!

Stinkfly then flew downwards to the nearly erupting geyser and inhaled his eyestalks.

SPLAT! SPLOT!

The thick green goop blasted the large hole in the geyser as the hole was sealed up.

WHOOSH!

Annoyed, the alien cultist's hovered near the now deflating geyser as Stinkfly flew to the ground and dropped off the Tennyson trio.

"What are you doing?" Max asked Stinkfly as Ben slid off the Lepidopterran's back.

"Keeping you lot safe, this bug is flying solo," Stinkfly informed the group.

Flying upwards Stinkfly then noticed a series of purple energy waves heading towards him.

"Woah! Gah!" Stinkfly cried out in shock.

Using his hovering platform, Ruark swung his large purple axe at Stinkfly as large purple energy waves were launched from it.

WHOOSH! ZAP! ZIP! THWOOSH!

Flying upwards, Stinkfly grinned and inhaled his mouth before he opened it.

SPIT! WHOOSH! SPLAT!

Thick green goop blasted into Rulark's face who cried out, "MMPPHH!"

Not being able to see where he was going, Stinkfly flew past Xeedor and Yollbor as Ruark ripped the goop off his face.

"Get that damn Lepidopterran!" Ruark swore angrily as the alien cult began chasing after Stinkfly.

WHIRRR! WHOOSH! ZIP!

As Stinkfly blasted off into the dark red sky, the alien cult slowly hovered after him.

Looking around, Yollbor, Xeedor and Ruark then noticed that Stinkfly had vanished into the air.

"Where did he disappear to?!" Ruark muttered in confusion.

THWOOSH!

"Oh yeah! Who's bad?!" Stinkfly yelled loudly as the Lepidopterran divebombed down towards the group.

BEEP! BEEP! BEEP!

"Oh not again!" Stinkfly shouted in shock as the Omnitrix symbol on his head flashed red.

FLASH!

A bright red flash engulfed Stinkfly as he transformed back to Stan.

"Why me?!" Stan screamed in fear and shock as he plummeted down to the ground flapping his arms trying to stop falling.

From below the ground, everyone noticed Stan plunging as everyone called out, "STAN!"

"ARGH!" Stan screamed as he plummeted right onto Xeedor's hovering platform.

WHOOSH! THUNK!

The platform ended up tumbling as Xeedor was knocked off as Stan gripped onto the metallic platform grunting in pain.

"HELP!" Xeedor called out loudly in fear and shock as he crashed into a mutated purple plant.

WHOOSH! SPLAT!

Blue goop covered the smallest member of the alien cult as he groaned in pain, "Urgh..."

Shocked by what happened, Yollbor and Ruark glared at Stan angrily.

"Ooof!" Stan grunted as he slowly clambered onto the hovering platform.

Kneeling on it, Stan gripped onto the platform with one hand as he quickly adjusted his blurry glasses.

"Okay... Where's an instruction manual when you need it?!" Stan muttered under his breath as the hovering platform flew off into the distance.

WHOOSH!

Flying off in the distance, Stan began thinking, " _Oh crap... Right, I'd better try and stand up on this thing to balance it out."_

No longer thinking, Stan stood on the hovering platform whispering, "Nice and easy... Just take it steady."

Carefully standing up on the hovering platform, Stan was able to balance out the board as it tilted to the left and right side's briefly before he got it under control.

"Whoa... This is not my style, to be honest, I'd think Ben would be better suited for this." Stan nervously replied as he gulped trying not to fall off.

WHOOSH! ZIP!

Yollbor and Ruark then arrived on their floating hover platforms near Stan as they trapped him on both sides.

Ruark raised his energy axe back as Yollbor's charm on his head glowed purple as Stan looked around before quipping, "Really? Both at once..."

Acting on instinct, Stan grabbed hold of the hover platform he was rising and pushed it downwards.

WHOOSH! BEEP... BLAST!

Both Yollbor and Ruark then charged up their energy weapons and fired at each other.

BOOM!

Both of the aliens struggled to control their platforms before complaining, "Hey!" "Watch it!"

Looking around the two then noticed Stan clinging onto the hover platform as it rocked upwards into the sky.

WHOOSH! BEEP! ZAP!

The energy blasts from both of the aliens rocketed past Stan as he looked around trying to find a place to lose them.

Looking downwards, Stan noticed the undergrowth of the purple mutated trees along with the Old Faithful geyser preparing to erupt.

"Coming in for a landing!" Stan shouted out loud as he used his hands to aim the hover platform downwards.

WHOOSH! ZIP!

"What's he doing?!" Gwen asked from the ground watching in shock as Ben and Max watched on speechless.

Smirking slightly on the hover platform Stan clutched onto it with both of his hands before he zipped above the top of the Old Faithful volcano.

WHOOSH! ZIP!

Narrowly missing the top of the geyser, Stan aimed the hover platform back upwards past the two alien cultists.

"Incoming!" Stan mockingly taunted the cultists as he flew past them.

Confused, both the alien cultists looked down and noticed they were about the hit the erupting volcano.

"GAH!" Both aliens yelled in shock as they plummeted into the giant ball.

WHOOSH! SPLAT! SPLOT!

The ball of sac and debris erupted from the top as both aliens were trapped in the thick green goop with their hover platforms.

"Get us out!" Ruark shouted at Yollbor angrily who was struggling to break free from Stinkfly's green goop.

"Alright! Way to go Stan!" Ben cheered from the ground happily as Max chuckled stating, "I've never seen an intergalactic fender-bender like that before."

WHOOSH! ZIP!

Floating near the Tennyson trio, a sweaty Stan asked them, "Anyone need a lift?"

Fifteen mins later...

The group were now at the impact centre of the Great One which had now increased in size two times than before.

"It's getting bigger as it feeds..." Max muttered in horror noticing the giant tentacles plunged into the dirt ground.

Moving forward, Stan confidently declared, "Then it's time this Great One went on the Four Arms diet."

BEEP!

Activating the recharged Omnitrix which glowed green, Stan scrolled through the silhouettes before he carefully pushed the exposed core down.

FLASH!

The Omnitrix sunk inside Stan's wrist as his blood vessels began to pulse and expand all over his body as the veins reached his bright blue eyes.

Closing his eyes, Stan then reopened them as bright glowing orange eyes replaced them.

Next, he slowly grew in size to around 12 feet tall as the second pair of arms shot out from his regular ones as his muscle mass grew exponentially.

Following this Stan's feet morphed to have two toes as his hair vanished and his skin turned a bright vibrant red with some black crests appearing on his face along with a black stripe forming on his head going down to his chin to his lower lip.

Next, his clothing morphed into a white and brown jumpsuit similar to Diamondhead and Grey Matters with brown fingerless gloves appearing on his hands.

Finally, the Omnitrix symbol morphed on his upper left shoulder as Four Arms turned around and yelled whilst doing a pose once the transformation finished.

Emerging from the green light, Four Arms cracked his knuckles before he shouted out loudly, "RARGHHH!"

THUD! THUD! THUD!

Charging towards the Great One, Four Arms began unleashing a series of huge punches on the giant tick alien.

SMACK! WHAM! CRASH! THWACK!

The purple skin on the Great One cracked slightly before it hissed and slammed Four Arms in his face.

"URGH!" Four Arms grunted out in shock and pain as the Tetramand was sent flying onto the muddy ground.

WHOOSH! BLAM! CRASH!

Four Arms slammed back into the dirt ground as the Omnitrix then beeped and timed out reversing Stan to normal.

BEEP! BEEP! BEEP! FLASH!

"Urgh..." Stan groaned as he emerged from the crater looking tired and battered.

A few mins later...

BEEP!

The Omnitrix quickly finished recharging as Stan walked back to the Great One says, "Okay... One down and eight to go!"

FLASH!

Stan then transformed into Heatblast.

Glaring at the Great One, the Pyronite attempted to burn the giant tick alien with his flames.

WHOOSH! BLAST! BLAM!

However, this didn't work as Heatblast grunted in annoyance muttering, "Fine... Make that eight..."

BEEP! FLASH!

"ROAR!" Wildmutt roared angrily as he sliced the Great One only for his claws to reflect off the giant tick alien.

BEEP! FLASH!

WHOOSH! ZIP!

"COME ON!" XLR8 hissed in annoyance as he attempted to kick the giant tick alien numerous times which also failed.

BEEP! FLASH!

Diamondhead sighed as the diamond shards he was firing reflected off the Great One's shell.

RATATAT! WHOOSH! CRACK!

BEEP! FLASH!

Ghostfreak attempted to use his tentacles to pull the pink shell off, but this also failed.

Slurp... SHARP!

BEEP! FLASH!

Upgrade tried merging with the Great One only for his digital technology to backfire as smoke and energy sparked off him.

WHRRR! Slither... ZAP!

BEEP! FLASH!

WHOOSH! CHOMP!

"GRRR!" Ripjaws grunted in disbelief as he attempted to chomp on the Great One's shell which didn't work as well.

BEEP! FLASH!

"COME ON!" Stinkfly shouted in worry and fear as he launched various globe projectiles that bounced off the Great One's shell.

SPLAT! SPLOT! SPIT!

BEEP! FLASH!

"CURSES!" Grey Matter cursed angrily as the Galvan hurled small stone pebbles towards the Great One which didn't do anything to it.

BEEP! FLASH!

"Huh... I can't keep it up anymore..." A tired and exhausted Stan informed the others who watched on as the Great One was still intact.

"Okay... I give, this alien is indestructible! Nothing worked!" Stan then continued ranting before he kneeled on the desert ground shattered.

Everyone watched on in silence as the alien cultist trio hovered behind them in the air having recovered with each one standing on their hover platform.

"Reverse beam flow," Yollbor ordered Ruark who nodded back and raised his energy axe.

BZZTT! WHOOSH!

Aiming his axe at the Human group on the ground, a large purple energy beam flew out and flew over the group.

BZZTT!

The purple energy beam then encased the group in a purple shield that prevented them from escaping.

Looking around, Max moved his fist towards the energy shield and attempted to hit it.

ZAP!

"ARGH!" Max grunted in pain as he clutched his sore hand whilst Stan breathed tiredly looking at the recharging Omnitrix.

"It's time for the final purification of your planet and you four along with it." Ruark mockingly informed the trapped group as Ben and Gwen looked at them in horror.

Looking at Max, Gwen pleaded to him, "Please tell me we have a plan B..."

"Gwen, I'm going, to be honest here, we don't." Max sadly informed Gwen as Ben panicked using his hands to grip his head muttering out, "This cannot be happening!"

Gulping Gwen looked at Stan who seemed gloomy and shattered.

"Stan, you do have a plan right?" Gwen asked him as Stan bluntly replied, "No Gwen, I don't. I'm too tired..."

Five mins later...

Earth was dying.

The once lush and green planet had now been reduced to a grey and desert planet.

As the moon glowed in space, Earth's atmosphere was clouded up by a dry decaying green cloud that blanketed the planet.

Back on the planet in the ruins of Yellowstone National Park...

Rumble... Crunch... Wither...

The purple trees dotting the park slowly decayed and died as a thick white fog blanketed the desert landscape surrounding the national park.

ZAP! SPARK!

Near the Great One, white clouds surrounded the giant tick alien as lighting bolts zapped across the cloudy sky.

As the alien cult trio watched on, Ruark aimed up his energy axe with the group still trapped inside.

"Release them," Yollbor ordered Ruark who deactivated the shield using his axe.

BZZTT! WHOOSH! WHAM!

The Tennyson trio and Stan landed on the desert ground grunting in pain as the alien trio floated near the group of humans.

As Stan collided with the decaying ground, his brown glasses went flying off his face.

"Oh come on..." A shattered Stan muttered as he grabbed hold of his brown glasses and placed them back on his face just as he noticed Yollbor handing him a stone brick.

"What are we supposed to do with these?" Gwen asked Yollbor who explained, "Before the Great One can cleanse your planet forever, he must be cleansed."

Noticing the Great One, the fleshy substance of the alien leaked out onto the desert floor as Stan realized in his head, " _What a way to go out... Scrubbing some giant tick just as everyone I know is gone forever, Oh mom..."_

SQUELCH! SPLAT!

Sighing sadly, Stan stood upwards as Ben finally had enough.

Throwing his stone brick on the ground, Ben shouted out defiantly, "No way! I am not scrubbing that thing's feet!"

Annoyed, Ruark floated downwards and swiped his energy axe towards the group.

BZZTT! WHOOSH! BOOM!

The group was once again sent flying in the air as everyone skidded on the desert ground.

Shaking his head, Max grabbed his brick and told the kids, "Do what they say, for now."

Agreeing with Max, Stan slowly grabbed his brick and stood upwards near Gwen and Ben.

Reluctantly, the group approached the alien tick as Xeedor hugged it again stating, "He says he missed us."

Comforting the Great One, Xeedor explained, "It was not our fault, oh great one. Please forgive us." Meador finished bowing his head.

"Forgiveness... Forgiveness... Forgiveness..." The alien trio replied at the same time.

Below the body of the alien tick, the group was scrubbing the blueish alien goop it was emitting as it sludged onto the desert landscape.

SCRUB! SQUELCH! HISS... SPLAT!

"Urgh... Could this get any nastier?" Gwen complained angrily as she scrubbed the stone brick against the blue goop of the Great One.

"Honestly, I don't even know anymore." Stan bluntly replied yawning slightly as he scrubbed slowly but effectively.

Rolling her eyes at Stan's comment, Gwen placed the brick inside the Great One's flesh accidently.

SQUELCH! SPLOSH!

Dozens of small white alien lice then crawled out of the Great One and onto Gwen's hands.

"ARGH! GROSS! SPACE LICE!" Gwen groaned in disgust as she cleaned her hands off the goop getting space lice onto the floor.

Crunch... Wither... Rumble...

The last of the trees surrounding the dirt trench began decaying and dying as Max remarked worried, "We're running out of time."

"And aliens." Ben pointed out to Stan who said back sadly, "Guys, I used all my aliens okay, Not even Four Arms worked against the Great One."

There seemed to be no hope for the group as Gwen froze in remembering something important.

The eleventh alien that Stan had transformed into.

"Of course..." Gwen muttered in disbelief before she faced Stan saying, "Not exactly all of them."

Turning his head to face Gwen, Stan froze in shock before he angrily ranted, "No way! I am not turning into that bowling ball alien! It's defective and useless. Plus I don't even know if I could turn into him again."

"Don't try and Earth turns into a giant cesspool." Gwen reminded Stan who turned around and noticed the blue goop squelching on the desert floor behind them.

Having no choice but to accept that Gwen was right, Stan sighed and mumbled in annoyance, "Oh crap... I hate it when you're right..."

SQUELCH! Hiss... SPLAT! Rumble...

As the last of the trees died, the ground began shaking as the shell of the Great One began falling apart with the blue skin shedding above the pink shell.

Creak... Crack... Rumble... SNAP!

The pink shell of the Great One continued falling apart the giant tick alien as dozens of debris mixed with the blue goop plunged onto the ground.

THUD! SPLAT! SQUELCH! Hiss... WHAM!

"It's shedding?" Gwen muttered in confusion as Max pointed out, "More like transforming into something."

Shaking in worry, Ben sadly stated, "Oh man... We're screwed aren't we?"

"His beauty..." Yollbor began as Ruark stated with pride, "His power..." with Xeebor finishing, "His pus..."

"The end is upon us..." All of the alien cultists then chanted at the same time.

Creak... THUD! SPLAT! Rumble... WHACK! Hiss...

As everyone stepped back, Stan dropped the stone brick on the floor and began thinking, " _I just can't give up here... I have to stop this cult for good..._ _"_

Feeling determined to win, Stan clenched his right fist and slowly activated the Omnitrix.

BEEP!

The green core beeped and popped up as Stan carefully scrolled through the alien silhouettes muttering, "Please be on the roster list..."

Looking over the alien silhouettes, Stan flicked past Heatblast's silhouette and noticed Cannonbolt's pill bug-like body silhouette replace Heatblast.

" _Right, looks like this new alien has replaced the old ten selection system I had..."_ Stan mused in his head before he called out, "Here goes nothing."

Closing his blue eyes in shock and worry of the new transformation, Stan pressed down the glowing green core.

A large bright green light covered Stan as he felt himself getting larger and bigger as he slowly reopened his bright yellow eyes.

FLASH!

On the outside, Stan's right arm slowly swelled and grew in size as the Omnitrix sank into his arm.

As Stan's DNA changed from Human to Arburian Pelarota, Stan's body began swelling slightly as it slowly morphed into thick yellow armour with white patches on his body.

Slowly, Cannonbolt's features began to appear as Stan's hands and legs were replaced with thick bulky white arms and sharp claws.

As the thick yellow armour began appearing, Stan's front slowly morphed into Cannonbolt's front face as his Human features vanished quickly.

Feeling his new body shake, Cannonbolt opened up his bright yellow eyes as thick black lines slowly appeared on the front of his face.

Then the Omnitrix symbol morphed on Cannonbolt's forehead as he opened up his mouth revealing sharp pointy teeth.

Turning around, Cannonbolt remained motionless slightly as his body stopped shaking as the DNA transfer ended.

Now in full control of his new alien form again, Cannonbolt turned around and rolled into his ball form briefly making sure that it worked correctly.

Whirrr... Rumble... THWOOSH!

Satisfied that his ball from was now correctly working, Cannonbolt leapt onto the desert floor and smirked slightly as the green light faded.

As the Tennyson trio looked away from the green light as it faded, they all watched in shook as Cannonbolt emerged from the light.

Observing his new body, Cannonbolt looked at the others slightly dazed.

"Who are you?" Ben asked the Arburian Pelarota who looked at Ben before introducing himself, "I'm Cannonbolt and I'm here to stop the Great One."

Stunned by the arrival of Cannonbolt, everyone watched on as the Arbuiran Pelarota smiled and happily stated, "Hey it worked!"

Remembering how he fell over last time, Cannonbolt took extra care to walk forward and stare at the Great One before muttering, "So where do I start?"

WHOOSH! Whirr...

Noticing the alien cult trio floating nearby, Yollbor loudly declared, "Destroy them all!"

"Get to cover, I'll handle this!" Cannonbolt shouted out to the Tennyson trio.

Immediately, each member of the Tennyson trio backed up near the Great One as Yollbor charged up the central charm in his head.

 _"Okay, time to see how strong this new alien is!"_ Cannonbolt mused in his head as he raised his arms in a guard stance.

Whirrr... BEEP! WHOOSH! BLAM!

Yollbor began using his charm to fire various purple beams of energy into the ground.

Smoke blinded Cannonbolt briefly as he fell over onto the ground whilst Max protected Ben and Gwen from the energy blasts.

BLAM! THUNK! Rumble...

Noticing the energy beam blast off the Great One's scales and impact the desert ground, Max called out, "The scales will reflect their beams!"

WHOOSH! BEEP! BLAM! BOOM!

The alien cult trio chased after the Tennyson's as Cannonbolt struggled to get off the desert ground.

Running nearby, Max spotted a large piece of discarded shell and grabbed hold of it whilst Ben and Gwen grabbed smaller pieces of debris.

Looking upwards, Max watched as Ruark swiped his energy axe as a large wave of purple energy flew towards the group of Humans.

BZZTT! WHOOSH!

Quickly, everyone grabbed hold of the pieces of rubble and held it up against their chest as the energy beam exploded upon contact.

KA-BOOM!

The energy beam skidded and landed on the gravel near the side as Gwen gasped in shock with Ben yelling, "Incoming!"

BZZTT! WHOOSH! BLAM!

Three singular purple energy beams crash-landed onto the pink debris as Yollbor and Xeedor fired energy beams from the gems on their heads whilst Ruark continued swinging his large energy axe.

Seeing no choice but to run, the Tennyson trio dodged and reflected the various energy beams that were being launched towards them.

BZZTT! WHOOSH! BLAM! BEEP! THWOOSH! BOOM! Rumble...

As the Tennyson trio ran around the Great One, Max grabbed hold of another piece of pink rubble before he stopped running and turned around.

"Come on! Is that all you've got?!" Max shouted out to the alien cult trio.

"Grandpa!" Ben and Gwen shouted in shock together as Max began using the pink rubble to block the energy beams.

WHOOSH! BLAM! BOOM!

One of the purple energy beams accidentally blasted into the Great One's acidic gut.

WHOOSH! SQUIRT! SPLOT!

The Great One began shaking as green acidic goop fell out of giant tick alien and landed on the desert ground.

Hiss... Crumble...

The goop was so acidic that the desert ground was melted around the Tennyson trio who used the pink rubble to avoid being melted.

As the goop stopped falling out, the Tennyson's briefly recovered before they had to flee as more energy beams were fired at them.

WHOOSH! BEEP! BLAM! Rumble...

THUD!

Managing to jump onto his feet, Cannonbolt glared at the alien cult trio who were chasing after his extended family.

"Time to rock and roll." Cannonbolt bluntly pointed out feeling excited to see what he could do.

Slowly walking forward, Cannonbolt then began running before he began rolling forwards and morphed into his yellow ball form.

Whirrr... Rumble... THWOOSH!

"Urgh..." Cannonbolt grunted slightly as he began rolling in his yellow ball form.

Now fully used to his new power, Cannonbolt increased his speed as he controlled the large alien bowling ball.

WHOOSH! BLAM! KA-BOOM!

The Tennyson trio was now trapped in a series of rocky platforms as the alien cult trio continued firing.

Rumble... BLAST! CRACK!

The column that Gwen was on then collapsed.

"ARGH!" Gwen screamed.

GRAB!

Immediately, Ben grabbed her hand as Max pulled her up saying, "I've got you!"

Hugging Ben and Gwen together, Max glared at Yollbor who charged up his laser beam when...

WHOOSH! SMACK!

Cannonbolt's ball form slammed into Yollbor who didn't even see it coming.

"STRIKE ONE!" Cannonbolt confidently boasted loudly as Yollbor flew into the distance.

WHOOSH! THUD!

Rumble... Crack...

As the rock column, the Tennyson trio was on finally collapsed, Cannonbolt rolled over and grabbed hold them as he flew in the air.

WHOOSH! GRAB! CRUMBLE!

Remorphing into his ball form, Cannobolt bounced on the rocky desert before screeching to a halt.

Whirrr...

Unmorphing from his ball form, Ben landed on the desert ground whilst Gwen and Max appeared next to the Arburian Pelarota smiling happily.

"You're like a bowling ball!" Gwen happily complemented Cannonbolt.

Feeling odd around Gwen, Cannonbolt shrugged before informing her, "More like a cannonball!"

BZZTT! BLAST! WHOOSH!

A series of purple energy beams then blasted into Cannonbolt's back.

"Ooof!" The Arburian Pelarota grunted as he landed on his back.

Quickly recovering, Cannonbolt turned around and raised his blocky arms thinking, " _Thank god for my thick armour."_

BZZTT! BEEP! BLAST! WHOOSH!

The purple energy beams were reflected off Cannonbolt as he walked forward using his arms to launch the energy beams away from him.

Placing his arms over his eyes, A large energy wave launched from Ruark's axe was sent flying before it was reflected.

WHOOSH! WHAM! BZZTT! CRASH!

The energy beam knocked the alien cultist trio off the hover platform's they were using onto the desert floor knocked out.

Grinning confidently, Cannonbolt removed his arms and chuckled before confidently boasting, "Make that a Cannonbolt!"

SQUELCH! SPLAT! CRACK!

A large amount of green goop then covered Cannonbolt as he ended up sinking into the desert ground.

Rumble... Shake...

The ground of the Earth began shaking violently as the Tennyson trio looked at the Great One in fear.

Below the ground, the desert sand began ripping apart as everyone quickly ran away from the oncoming hazards.

As the Tennyson trio ran past the alien cultists, the three regained consciousness and jumped back on their hoverboards before flying in the air.

Rumble... CRACK! CRASH!

The Great One began destroying the surface of the Earth as the wind speed increased with various rocky cliffs forming from the eruption.

Climbing onto a stone column, the Tennyson trio spotted the cult cheering happily as Yollbor boasted out, "Let the digestion begin!"

"Digest this asshole!" Max angrily shouted to Yollbor fed up with the alien cult.

Confused, Noldor stopped cheering and watched as Max jumped in the air and slammed him with a piece of pink rubble from the Great One.

WHOOSH! CLONG!

Teeth and blood were sent flying out from Yollbor's mouth as the alien flew onto the desert ground whilst Max leapt onto his hover platform.

WHOOSH! BOUNCE! RUMBLE!

Max then turned around and noticed Cannonbolt rolling across the rocky terrain to the Great One.

Screeching to a halt near the giant tick alien, Cannonbolt unmorphed from his ball form and glared at the Great One.

" _This is possibly the craziest thing I have ever done in my life,"_ Cannonbolt mused in his head before quoting, "The bigger they are... The harder they fall..."

Remorphing back into his ball form, Cannonbolt then rolled towards the Great One as fast as he could go.

WHOOSH! WHIRRR! RUMBLE!

A smoke of dust and debris was left in his wake as Cannonbolt then used a rocky structure like a ramp and blasted off into the air.

WHOOSH! Rumble... CRACK! SHAKE!

Flying high into the air generated by the Great One's air ducts, Cannonbolt then ended up flying into one of the air ducts of the tick like alien.

Falling towards the tick like alien's air ducts, Cannonbolt loudly shouted from within the ball, "SAY AH!"

WHOOSH! SLURP!

Realizing what would happen, the alien cultists panicked with them all screaming out, "NOOOOOO!"

Inside the Great One...

WHOOSH! WHAM! CRACK!

Cannonbolt blasted his ball form into various organs of the Great One as the giant tick alien began to fall apart and die.

THWOOSH! SPLAT! CRASH! WHAM!

"It's like a game of pinball," Cannonbolt darkly chucked as he slammed his ball form into a series of large bones and gigantic heart.

On the outside of the Great One, the giant tick alien began falling apart.

Rumble... CRACK! SNAP! WHOOSH!

Various cracks appeared in the alien's skin as the blue substance began snapping and expanding fully whilst the wind level significantly increased.

Max, Ben and Gwen were then dragged into the air by the high wind speed as Max clutched onto both Ben and Gwen's hands.

"Kids, hang on tight!" Max warned them as Ben closed his eyes holding on tight whilst Gwen panicked screaming, "ARGH!"

CRACK! SNAP! RUMBLE!

The shell of the Great One finally collapsed as a huge amount of green acidic goop ate away at the creature's outer shell.

SQUELCH! SPLURT! Rumble...

The Great One's shell then cracked as a massive amount of clouds surrounded the creature before the Great One's outer shell expanded until it finally exploded.

CRAKA-BOOM! KA-SPLOSH! SPLURT! SQUELCH!

A massive explosion of green tick goop rained across the landscape for miles as a huge cloud of dust and smoke engulfed the crater with the bones and decaying remains of the Great One littering the landscape.

"Noo... Our saviour..." Xeedor moaned in sadness as the alien cultists watched the tick goop rain across the landscape.

Nearby the Tennyson trio grabbed hold of some pink rubble as Gwen complained, "Urgh! Ultimate yuck! It's raining tick goop!"

"Just be glad we're still alive and not space rubble." Ben reminded Gwen as he gagged slightly from the smell of the goop.

In the centre of where the Great One once stood, a massive spine bone structure dominated the landscape as smoke rose up from the remains of the alien creature.

SPLAT! THUD!

Slowly emerging from the thick goop, Cannonbolt looked over his smelly and snot covered body before remarking, "Great... Now I need a damn shower."

Quickly using his tongue and hands, Cannonbolt began washing the blue tick goop off him fully whilst the alien cultists floated nearby.

"Nothing... The Great One has been silenced forever..." Xeedor muttered in disbelief clutching a piece of its pink shell.

"You destroyed him!" Yollbor shouted at Cannonbolt in anger.

Turning around, Cannonbolt yelled back, "Well excuse me... But someone had to destroy your god or else he would have wiped out all life on Earth!"

There was silence as the alien cultists floated near Cannonbolt before...

"Hail to the new Great one!" Yollbor shouted before he kneeled and began worshipping Cannonbolt.

Agreeing with Yollbor, Xeedor smiled and jumped up yelling, "Yes! Hail! Hail"

"Whatever." Ruark bluntly responded not bothered with what was going on.

"Not to loyal are they?" Gwen asked Cannonbolt who replied, "Eh... I should probably get them to leave."

BEEP! BEEP! BEEP!

The Omnitrix symbol on Cannonbolt's head then began flashing red as he muttered out, "Ah well, back to normal."

FLASH!

A blinding red light then enveloped the Arburian Pelarota as the DNA template reverted to Human.

Slowly, Cannonbolt's features vanished as Stan slowly emerged from the red light once it faded.

"Urgh..." Stan groaned feeling slightly dazed and tired due to using the Omnitrix multiple times that day.

Realizing who Cannonbolt truly was, the alien cultists stopped worshipping and remained silent as Yollbor stated, "That's right, I forgot. You're just an underdeveloped Human specimen."

Rolling his eyes, Stan then stated to them, "Well, if you're going, I have a message for you lot."

The alien cultists turned around and stared at Stan who explained, "Tell the alien's who are out there in the universe that if anyone threatens Earth... Stan 10 will be there stop them."

Having given the cultists his nickname, Yollbor and Ruark floated away from Stan as Xeedor turned around and waved goodbye saying, "Enjoy the rest of your day."

The alien cultists then vanished back into their spaceship as it floated upwards before it blasted off into space.

Whirrr... WHOOSH! Rumble...

Smiling slightly, Stan turned to face the Tennyson trio as Max happily remarked, "Actually, it looks like there will be many days to come."

The lush vegetation around Yellowstone National Park slowly returned to normal as the Great One's efforts to destroy Earth were undone as the planet was returned to normal.

"It looks like everything is going back to normal," Gwen pointed out as Ben then asked Stan, "What's with the nickname?"

Facing Ben, Stan stated, "Oh that? Well, my name's Stan and I have ten aliens, so I put two and two together and came up with Stan 10."

"It doesn't sound awkward right?" Stan then asked Ben who shrugged as Gwen then stated, "Suits you well, I think."

With everything back to normal, Ben then sighed happily and leaned on the grassy crater saying, "Well, I hate to break it to you Gwen, but nothing we ever do is normal."

"Ben's right, I think at this point, nothing can ever go back to being normal." Stan spoke as Max then gently messed with Stan's hair saying, "Nice job Stan."

"Yep, I'm the kid who has saved Earth so many times now, I've lost count," Stan replied remembering how many times he had saved people.

"Well, I guess our work here is done." Ben cockily replied to the group.

Knowing how lazy Ben was, Max chuckled and said to him, "Actually... I've got a small job for you."

Ten mins later...

SPLAT!

"Me and my big mouth!" Ben complained in annoyance as he used a thick rag to clean the Rust Bucket down with a bucket of water nearby.

On a grassy verge, Stan was sat at the back of the table drinking a fresh bottle of water sat on a chair as Gwen and Max relaxed near him.

"Uh, Ben... You missed some tick goop over there." Max informed Ben who dipped the rag in the bucket of water.

"Oh, man..." Ben grunted sadly as he had only been scrubbing the front side of the Rust Bucket as the back was still covered in tick goop.

 _"Did I make the right choice by standing up those alien's from earlier? Also, Maybe I should be Stan 11 instead of 10."_ Stan thought as he enjoyed the fresh air and the light the Sun was giving off.

Little did Stan know that what he said today would have massive implications for the future as the universe would slowly become aware of a new young hero from Earth...

 **Author's note: And so there we have it! The second chapter of Stan 10 Part 2 is done!**

 **Hope you all enjoyed reading this chapter and how I handled the introduction of Cannonbolt to Stan's ever-growing roster of aliens.**

 **One thing, I wanted to expand upon on this chapter was the three alien cultists who worshipped the Great One.**

 **They lacked names in the original episode if you watched it.**

 **So I decided to give them meaningful names that reflected the type of person they were.**

 **That was the only major flaw with the episode that I found, I thought everything else was alright, although maybe the title drop I did at the end of the chapter might have been a bit Narmy which I might change in a future update.**

 **Also, The character relationships may have not developed as much in this chapter, but all that will change soon in the next chapter.**

 **Kevin 11 is returning with his iconic look from the original series and boy will Kevin and Stan have an insane** **rivalry!**

 **So until the next chapter, Goodbye! ;)**


	16. Chapter 16: Framed

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note:** **Hey there! Welcome to Chapter 3 of Stan 10's second season, this chapter sees the highly anticipated return of Kevin 11, a pretty famous villain from the original Ben 10 series.**

 **A major source of inspiration for Stan's actions in this chapter was inspired by the Batman V Superman movie.**

 **So are you ready for Kevin's return and the carnage he will cause for Stan in the first part of the Kevin 11 vs Stan 10 duology?**

 **Because I sure am! :)**

 **As always, Remember to reading, Review and Favourite!**

 **Update: Fixed some spelling bugs and rewrote some dialogue in the Kevin 11 vs Four Arms fight.**

 **Update 2: Added Kevin 11 references to Kevin's final mutation like in the original series.**

 **Update 3: Toned down Kevin 11's dialogue significantly due to a reviewer request.**

 **Update 4: Added a reference to a Marvel film which takes place before the events of the chapter.**

Italics: _Thinking._

Previously on Stan 10: The group had arrived at Yellowstone National Park.

Whilst on the latest trip on the holiday, Stan accidentally unlocked a new alien known as Cannonbolt.

Not knowing how to utilize Cannonbolt, a new alien threat emerged.

The Great One, a giant tick like alien appeared and began destroying Earth.

Thankfully, Stan was able to use Cannonbolt who defeated the Great One and once again saved Earth.

Now moving on from Yellowstone National Park, an old enemy that Stan despises will soon make his grand return...

Chapter 16: 'Framed.'

It was a warm and sweltering day in the U.S state of California as a few days had passed since the Great One incident.

The desert temperature swelled outside in the sandy landscape with various catch plants dotting the sandy landscape.

Nearby was the San Francisco Highway 1 road that the Rust Bucket was currently travelling on.

Inside the Rust Bucket...

"Hmmm... Interesting..." Stan muttered to himself as he read the latest copy of Wonder Woman as he flicked through the pages with intrigue.

Opposite Stan who was sat in the side booth, Ben was using his Game Boy as he played an old copy of Sumo Slammers 2.1

In the front of the vehicle, Gwen was sat in the front seat reading a San Francisco tourist guide while Max who as usual was driving the RV.

"So, what tourist attractions interest you, Grandpa?" Gwen asked Max who replied, "I've always wanted to visit the Golden Gate Bridge, it's such an iconic landmark."

"Huh, sounds good, I'd like to look around some of the unique shops," Gwen spoke back to Max as she flicked through the tourist brochure.

Unknown to the group, however, the radio then flicked to life stating, "And if you're heading to San Francisco, be on the lookout for hostile alien creatures that seem to be..."

Three hours later in downtown San Francisco...

Rumble...

A large heavy load truck rumbled on a road past a games store where a large crowd of people were waiting in line.

Further ahead in the line, Stan patiently waited near Ben who looked determined to get inside the store as Max looked around the crowd.

"Uh..." Gwen moaned in boredom before complaining, "We've been in this line for two hours and it hasn't budged an inch."

"Small price to play for Sumo Slammers 2.1, I'd do anything to get this game!" Ben responded eagerly before sarcastically replying, "Even been seen in public with you."

Knowing the tension between Ben and Gwen, Stan intervened saying, "Ben... Just focus on the game okay? I need to get a copy of the Batman Begins game as well while we're here."

Rolling her eyes, Gwen then questioned Ben and Stan, "Don't you already have those stupid video games anyway?"

Annoyed, Ben then explained to Gwen gesturing his fingers, "Um hello? This is Sumo Slammers 2.1, you can change your fighter's colour at any time during the match."

"Gwen, I don't even have a copy of the Batman Begins game, it good reviews online, plus I'm a DC comics fan, so I'm getting it." Stan bluntly explained to Gwen.

Leaning down, Max then stated to the boys, "You know there's a nice air-conditioned bookstore on the opposite side of the road. Maybe we could wait inside once the line thins out a bit." Max finished suggesting to the group.

"And lose my place?!" Ben and Stan shouted out at the same time before Ben spoke out, "Not an option!"

"Why don't you two go to the bookstore? I'll keep an eye on Ben and we'll meet you back at the RV." Stan suggested to the group.

With a seemingly good option present, Max stated, "Alright, see you back at the Rust Bucket then."

Max and Gwen then left Stan and Ben in the queue for the game store before Max turned around and asked the boys, "Want us to pick up anything from the bookstore?"

"No thanks, I've got enough books at home," Stan replied to Max as Ben stated, "I'm on summer vacation, Why would I read anything?"

Turning around, Ben and Stan then waited patiently in the line whilst Gwen and Max then walked off to the bookstore.

Thirty mins later...

Creak...

The wooden door in the bookstore then opened up as Gwen walked out with Max carrying a small bag of books in his right hand.

"I have to admit, we got a good haul of reading material," Max spoke to Gwen who nodded back before saying, "So think Ben and Stan have gone stir crazy in that line yet?"

Rumble... CRASH! BLAM!

The side door of the gaming store was then sent flying off the hinges as it skidded onto the pavement.

"RUN FOR YOUR LIFE!" Someone screamed as various teenagers and young adults ran out of the store with crying children before it exploded.

WHOOSH! BOOM! THUD!

A massive red blur jumped out of the store as thick black smoke emerged from the gaming shop with rubble and debris scattering onto the road.

Grinning darkly, a large blood-red Tetramand wearing Four Arm's jumpsuit and trousers emerged from the smoke with the Omnitrix symbol not present on his shoulder.

"Heh... Heh..." The Tetramand chuckled darkly with his voice being thick and deep.

WHOOSH! HONK! HONK! SCREECH!

A large police car then screeched around the corner as the police vehicle drove to the Four Arms lookalike.

Then the windows opened up as the police officers inside the car used their pistols and begin opening fire on the Tetramand.

BLAM! PEW! CRASH! PEW!

The bullets bounced off the Tetramand who angrily yelled out, "RARGHHH!"

SCREECH! WHOOSH!

As the police car skidded closer to the alien, the Tetramand leaned down and grabbed hold of the police car.

THUD! CRUNCH!

Using his large hands, the Tetramand shook the police car as the officers screamed and fell onto the roadside injured.

"Uh... Why is Stan going berserk and tossing around police officers?!" Gwen asked Max in fear as Max replied, "Good question, Gwen."

"OH GOD!" One of the police officers screamed as he ran away from the giant four-armed alien who yelled out, "You pricks are all going to suffer! HAH!"

The Tetramand then hurled the police car onto the roadside narrowly missing the police officers.

WHOOSH! CRASH!

Grinning ferally, The Tetramand chuckled darkly before he shouted out, "RARGHHHH!"

SMASH! WHAM!

Raising his large fists, the Tetramand slammed them onto the road which cracked and snapped.

CRACK... Rumble...

The road cracked and snapped as the Tetramand then leaned down and grabbed hold of some of the rubble from the road.

WHOOSH! SCREECH! HONK! HONK!

More police cars and a CNN news helicopter then arrived on the scene as Gwen and Max watched the rampage in shock and disbelief.

"Holy Crap! I haven't seen anything like this since that big Hulk creature briefly appeared two years ago!" One of the police officers shouted in shock at the destructive rampage.

"We've got breaking news! It appears that one of the mysterious alien individuals that have been helping people across the states in recent weeks has been going on a rampage of some kind! What kind of sick person would do such a thing?" The reporter in the news helicopter informed the public on live TV.

"There's no way that Stan could be like that right?!" Gwen asked Max disturbed by the rampage as Max shook his head in confusion.

WHOOSH! SLAM! HONK!

Slamming the large concrete slab onto a nearby car, The Tetramand then grabbed hold of a nearby streetlight from the pavement.

CRACK! SNAP!

Aiming it at the police officers, the street light crashed behind the group narrowly missing Gwen and Max.

WHOOSH! SKID! WHAM!

"OPEN FIRE!" The local police commander yelled loudly as the police officer's opened fire with bullet casings falling onto the floor.

BLAM! PEW! WHOOSH! BLAM! PEW!

Various pistol rounds blasted off the giant Tetramand's skin as thick red blood leaked out of the wounds when they made contact.

Grinning ferally, the large Tetramand shouted out loudly, "IS THAT ALL YOU'VE GOT?!"

The police officers continued firing in response.

BLAM! PEW! BLAM! PEW!

Fed up with the police officers, the Tetramand grabbed hold of the rocky chunk from the road and hurled it towards the police officers.

WHOOSH! BLAM! WHAM!

The concrete chunk slammed into the police cars knocking them over as police officers were pinned down underneath the rubble.

"FALL BACK!" The police commander ordered his forces as the police began retreating from the street.

At the same time, Gwen and Max peered around an abandoned truck as Gwen muttered loudly, "He must have snapped his cap! All this for a video game?!"

"And there's no sign of Ben either! I don't believe it..." Max spoke agreeing with Gwen wondering what had happened to Ben.

SCREECH! WHOOSH! HONK! HONK!

Two SWAT cars then appeared from behind the Tetramand and began opening fire on the large alien with Mp5 machine guns.

BLAM! PEW! BLAM! PEW!

Realizing how big the danger was, the giant Tetramand quickly grabbed a nearby upside-down car and hurled it towards the Swat cars.

WHOOSH! WHAM! CRASH!

The SWAT cars screeched to the side before the first one slammed into a nearby tree whilst the other crashed into a fire hydrant.

CREAK... SNAP! CRASH!

The wooden oak tree then groaned and crashed onto the SWAT car pinning the officers inside the car.

SPLOSH! SOAK!

Whilst the fire hydrant exploded leaking water everywhere as the upside-down car crashed onto the road near the wrecked bookshop.

SCREECH! WHOOSH!

A large industrial truck then screeched to a halt behind the chaotic police barricade as the side door opened up.

Creak...

A thick black boot emerged onto the ground as a male commander exited the large truck.

He had a military buzz cut with blonde hair covering his head as a small scar ran across his left dark hazel eye up to his blonde hair.

The commander was also wearing a thick black jumpsuit with a pair of matching grey trousers and black boots with grey gloves.

This is Liteauntant Steel, the leader of a black ops group known as the Special Extraterrestrial Containment Team.

Steeping towards the police blockade, three other soldiers wearing thick body armour and thick vision goggles stepped forward.

"Liteauntant Steel, I'm with the Special Extraterrestrial Containment Team." Steel informed the nearby police commander as he showed his id badge.

"Liteauntant Steel huh? I remember hearing reports about you investigating the alien sightings in Albuquerque a few weeks ago." The police commander reminded Steel.

Nodding, Steel then bluntly stated, "We'll take it from here. Concussion Bazooka!" Steel shouted to his soldiers.

"Alright, boys we should fall back." The police commander then informed the remaining police officers as one of the soldiers got out a large experimental laser cannon whilst another soldier followed strapped to a large energy charger for the weapon.

"That doesn't look good!" Max muttered to Gwen in shock and worry.

Determined to prove that Stan was innocent now knowing that it was someone else, Gwen sprinted past Max.

"Gwen!" Max called out to Gwen in shock as she ran past the stunned SECT soldiers.

"RARGH!" The bloody red Tetramand grunted out as he lifted another car with his giant four hands.

"Stan! What are you doing?!" Gwen shouted out to the bloody red Tetramand.

Confused, the giant alien glared at Gwen darkly before sadistically muttering, "Oh yeah... Stan's stupid girlfriend. Do specks a favour and tell him I've come back for revenge. If you're still alive and not mushed to a pulp."

"GAH!" Gwen yelled in shock as the Tetramand prepared to crush her with the car.

Taking action, Steel nodded his head to the SECT soldiers carrying the Concussion Bazooka.

The soldiers nodded back and activated the Concussion Bazooka.

BEEP... WHIRR... BLAM! WHOOSH!

"URGH!" The evil Tetramand grunted out in pain as the orange laser beam fired from the gun caused the car to go flying onto the road.

CRASH! WHAM!

Whilst the Tetramand then crashed into a closed Pizza restaurant.

WHOOSH! CRASH! BOOM!

The pizza restaurant window shattered as thick dust and rubble emerged from the building.

"STAN!" Both Gwen and Max called out at the same time still thinking that Stan was the Tetramand despite Gwen trying to deny it.

SMASH! BOOM!

Smoke and debris exploded from the building as the Tetramand emerged bleeding slightly and holding a large pizza oven in his upper hands.

"Try this on for your size you damn cops!" The evil Tetramand shouted back in anger as he hurled the projectile towards the group of officials.

Gwen and Max barely ducked as the pizza oven flew through the air before it crashed onto a nearby lorry near the SECT truck and ignited.

WHOOSH! KA-BLAM!

Nearby police cars and vehicles were ignited by the explosion as Steel and the SECT forces narrowly missed being killed by the pizza oven.

Having tossed the projectile, the evil Tetramand glared at the scattered citizens before he raised his arms and boomed out loudly, "RARGHHHH!"

Once he finished his scream, the Tetramand chuckled and leapt off upwards into the sky away from the damaged street.

THUD! WHOOSH! THUD!

Stunned, Max grabbed hold of Gwen muttering in confusion, "There must be a logical explanation right?"

"We need to get back to the Rust Bucket now!" Gwen shouted out to Max who nodded back.

As Gwen and Max quickly walked away from the damaged street, Liteauntant Steel looked around the damaged street and murmured angrily, "I've got you alien freaks now..."

Ten mins later back at the Rust Bucket...

The Rust Bucket was parked in a local car park as Ben and Stan could be heard giggling inside with electronic beeps echoing in the Rv as well.

Creak...

The side door of the Rv was flung open as Gwen walked inside huffing in anger as she noticed Stan and Ben playing together seated on either side of the booth.

"I'm winning Ben!" Stan shouted out to Ben who yelled back, "No, I am! I'm way better at Sumo Slammers then you are!"

Annoyed with both of the boys, Gwen then loudly shouted out to Stan, "Are you demented?! Going alien just to get a stupid video game?!"

Stan immediately froze and stopped playing on his Gameboy and stared at Gwen in confusion just as Max entered the Rust Bucket.

"What are you talking about?" Stan replied to Gwen annoyed who walked over to him and placed her hands on the table.

"You went Four Arms and wrecked up the gaming store, that's what I'm talking about." Gwen angrily ranted to Stan who looked at Ben in confusion.

"You sure you aren't crazy dweeb?" Ben mocked Gwen who sighed and huffed her hands in annoyance.

"Now I'm sure he has a good explanation, don't you Stan?" Max asked Stan wanting to know the truth.

"Yeah, I have no idea what you are talking about. Now could you please stop bothering me?" Stan replied to Max and Gwen wanting some peace.

Moving forward, Gwen stood near Stan before she ranted out, "Oh really?! Does this ring any bells, You stated you were going to mush me to a pulp and you called me your girlfriend! What was that all about?!"

Embarrassed, Stan turned around and stated to Gwen, "What do you mean?! Girlfriend? And would I say that?! It's all bullcrap and fake news." Stan finished his rant bluntly not sure what she meant from earlier.

"Look, I don't know if some encyclopedia or something fell on your head at the bookstore, but you've got no evidence Stan did anything wrong," Ben spoke defending Stan.

Looking around, Gwen then noticed the Tv connected the roof of the Rv before she turned it on with the remote saying, "Oh yeah?"

Flick!

Sighing, Stan looked at the Tv and saw the CNN news update which was showcasing the Tetramand rampaging from earlier.

 _"WHAT?! A DUPLICATE ALIEN? That's impossible... What mess have I been dragged into this time?"_ Stan mused in his head watching the video footage speechless.

"Woah... Was that you Stan?!" Ben asked Stan in confusion as he looked up to Tv and stated bluntly, "That's not me! It's a faker!"

"Oh no? I'm sure it's just some other four-armed alien going postal in front of a video game store." Gwen muttered to Stan angrily.

"No. This is not real... There's only of me..." Stan murmured in disbelief struggling to believe there was two of him.

Smiling slightly, Ben then suggested, "It's possible, Remember when that Diamondhead alien turned out to be a good guy?"

Remembering Tetrax, Stan then pointed out, "Of course, all the alien species in the Omnitrix must live out in the Universe somewhere."

Not sure what to make of the situation, Max said, "Ah... It's true, besides Stan wouldn't be so irresponsible with his alien powers like that."

"Grandpa... Please." Gwen replied to Max who sighed muttering, "I don't know. Maybe you do have a point, Gwen."

Looking annoyed, Stan stepped out the side booth declaring, "No way I'm letting some faker get away with ruining my reputation."

Walking past everyone else in the Rv, Stan opened the side door and stepped outside in the car park.

Creak...

 _"Okay... Now I know how Sonic felt when he first encountered Shadow in Sonic Adventure 2, Why is someone mocking me like this?!"_ Stan thought in his head as he walked towards the street where the game shop was.

Five mins later back at the scene of the crime...

Rumble...

A large tow truck drove the wreckage of a battered San Francisco police car away from the battered street.

Around the crime scene, various forensic investigators were gathering evidence from the debris field whilst police officers and emergency services were assisting and trying to calm the public down.

Nearby, Stan watched the crime scene with his blue eyes thinking, " _Right, so I'm dealing with a rouge Tetramand of some kind, but why here?"_

Shaking his head, Stan kneeled and noticed a series of human footprints next to some large Tetramand ones on the dust.

"That's odd. Human footprints near a Tetramand's? Something is going on here." Stan muttered under his breath as he placed his left hand on the ground tracing the dust.

"Of course criminals always return to the scene of the crime." Gwen reminded Stan as the Tennyson trio arrived behind him.

Standing upright, Stan sarcastically replied, "Oh dear... Me being nothing more than a petty lowlife criminal. Not now Gwen. I'm trying to figure this mystery out."

"Now what do you expect to find that no one else couldn't?" Max asked Stan who pointed out on the ground, "See the dust on the ground? You have Human footprints near the large bulky Tetramand footsteps."

"That's odd actually." Ben pointed out as Stan looked around when...

Rumble... CRASH!

Hearing a dustbin fall over, Stan turned around and noticed an alleyway where around the corner the identical Tetramand was present.

Stan froze in shock as the Tetramand smirked muttering out, "Come and get me specks..."

Realizing who only called him that and hoping it wasn't true, Stan pointed out loudly, "There he is!"

The Tetramand then ran off around the corner as Stan glared and began chasing after him.

"Wait!" Max shouted out to Stan who ignored him and quickly sprinted down the alleyway.

THUD! THUD! WHOOSH!

"Come here and face me!" Stan angrily called out as memories about the incident in New York flooded through his mind.

 _"Oh no… You have pissed me off especially you specks."_ The familiar voice mocked Stan before continuing, " _And who knows maybe I'll harm that stupid brat Benji next."_

"Kevin... He's back, I should have known he'd show up again eventually." Stan muttered as he gritted his teeth.

Trying not to let his anger get the better off him, Stan quickly ran past the alleyway and noticed the Tetramand leap over a wooden fence.

WHOOSH! THUD!

Moving over to the wooden fence, Stan quickly climbed onto a nearby dumpster before he slowly dragged himself over the wooden fence and leapt off it.

"Hmph!" Stan grunted slightly as he landed on the pavement and continued running after the Tetramand.

Looking down at the Omnitrix on his right arm, Stan then loudly declared, "No, I'll catch him myself."

Exiting the alleyway, Stan noticed that he was outside the historic San Francisco Mint building.

Looking upwards, Stan spotted the Tetramand grinning darkly at him before he vanished into the mint.

"The San Francisco Mint! Fine... If Kevin wants a war, he's got one." Stan shouted out before he sprinted over to the historical building.

Behind Stan sprinted Ben and Gwen who ran over to the mint building as an exhausted Max trailed behind the kids muttering out in pain, "Man... Who said retirement was relaxing?"

A few mins later inside the San Francisco Mint building...

Dozens of coins and dollar bills were being manufactured by pressing machines as the industrial building was active with money-making workers.

From a nearby corridor, The Tennyson trio emerged from the corridor and into the main processing room of the building.

"Are you sure he came in here?" Max asked the kids who nodded in response.

WHOOSH! BLAM!

A large explosion of flame and dust rocked the building as money and coins were sent scattering across the floor.

Immediately, The Tennyson trio sprinted past the mint making machine's and noticed something shocking.

A medium-sized Pyronite who looked exactly like Heatblast had smashed through the brick wall and had confronted two mint workers in the building.

"Heh... Heh..." The crazed Pyronite chuckled darkly before he aimed his hands upwards.

WHOOSH! BLAM! CRASH!

A medium-sized heat beam ripped apart the support foundation of a nearby balcony which collapsed as flaming debris impacted around the mint workers.

"Okay! I was willing to give him one, but two of Stan's aliens terrorising San Francisco?! That can't be a coincidence, Grandpa, I'm stopping this right now!" Gwen ranted to Ben and Max.

"I don't think that's Stan!" Ben warned Gwen who ignored Ben in response.

Running behind the Pyronite, Gwen shouted out, "Yo hot-head! Back off the fireworks before somebody gets hurt!"

Turning around in confusion, the Pyronite smirked darkly and listened mockingly as Gwen ranted, "Now if you take responsibility for all the whacko stuff you've been doing lately, I'm sure we can help you."

However, Stan then ran in front of Ben and Max before he yelled out loudly, "Gwen! That's not me, It's Kevin!"

"Not now dork!" Gwen retaliated back, "Can't you see I've got to... STAN?!" Gwen then finished shouting out before she turned and looked at Kevin who was a Pyronite.

There was stunned silence with the group as Gwen stepped back in fear and shock whilst Ben muttered out, "Oh my god..."

"Well done, you've figured it out, I'm a hottie. Can't you tell?" Kevin replied with a thick and deep voice in his Pyrite form.

Immediately, Kevin then raised his hands and fired a heat beam towards Gwen.

WHOOSH! BLAM!

Taking action instantly, Stan ran forward past Ben and activated the Omnitrix.

BEEP!

Scrolling through the silhouettes, Stan then jumped in the air and slammed down the core transforming into Diamondhead.

FLASH! WHOOSH! THUD!

A bright flash of green light illuminated the area briefly as Diamondhead landed on the ground near Gwen and shielded her from the heat beam.

WHOOSH! BOOM!

The heat beam was dissolved into Diamondhead's skin as the Petrosapien asked Gwen, "Now do you believe me?!"

Heatblast Kevin ceased firing his heartbeat as Diamondhead Stan ordered the others, "Gwen, get everyone else out of here, I'll deal with Kevin."

Understanding how bad the situation was, Gwen backed off away from Diamondhead as the mint workers sprinted past Diamondhead Stan.

"Miss me?!" Heatblast Kevin cockily taunted Diamondhead who glared back and fired several diamond shards from his right arm.

BLAST! SLICE! CRASH!

The diamond shards impacted the floor below Heatblast Kevin as the Humans fled the area.

Falling back, Diamondhead Stan continued firing diamond shards from his arms just as Heatblast Kevin fired a large ball of heat energy back in response.

WHOOSH! BLAST! BLAM! SLICE! BOOM!

Narrowly dodging the projectile, Diamondhead's yellow eyes scanned the area as he noticed Heatblast Kevin had vanished.

"Kevin... I know you're out there, come on out so I can kick your ass!" Diamondhead loudly shouted out as his hatred and anger blinded him.

Enjoying Stan's anger, Heatblast Kevin mockingly stated back, "Well, why don't didn't you go ahead and cry about it?! Or are you going to run and tell on me about your ancient wrinkled Grandpa or that smart mouth girl of yours along with that crappy brat Benji?"

"SHUT UP!" Diamondhead Stan freaked out as he morphed his hands into sharp diamond swords and turned around preparing himself to attack sight.

WHOOSH! BLAM!

Unknown to Diamondhead Stan, Heatblast Kevin then fired a large fireball above the enraged Petrosapien.

The fireball slammed into a large bucket holding money as the massive amount of coins rained down on Diamondhead Stan.

Rumble... WHAM! CRASH!

"URGH!" Diamondhead Stan grunted out in pain as the coins burrowed him under a pile of money.

Shaking his head, Heatblast Kevin then approached the angry Petrosapien.

"Hey look! It's raining money." Heatblast Kevin mocked Diamondhead Stan who merely glared back before muttering, "Why don't you show me your true face?"

Grinning slightly, Heatblast Kevin chuckled and replied, "Sure, why not? As a reward for figuring me out so quickly."

"Urgh..." Kevin groaned as his face began changing slowly.

ZAP! SPARK! WHIRRR!

Thick black electrical energy zapped off Kevin's body as his face slowly mutated to Ghostfreak's singular face.

"GAH!" Kevin grunted as his face then changed into Diamondhead's before it morphed into Upgrade's and finally... Kevin's normal human face.

"Just when I thought you couldn't get any uglier..." Diamondhead sarcastically quoted before he asked Kevin, "How are you like this anyway? I thought the Omnitrix drained you of your energy powers back in the New York subway."

"That's what you get for thinking Stanley." Kevin mocked Diamondhead who slowly climbed out of the money pile.

 _"Screw this guy, I just want him gone for good..."_ Diamondhead mused in his head as he clutched his left diamond first tightly.

"You see, turns out I absorbed enough of that weird Omnitrix energy so that I can turn into any of those aliens inside if I just concentrated hard enough." Kevin explained to Diamondhead before continuing, "The only problem is that I can only stay Human for a short amount of time."

"So you're the inverse of me then? Talk about ripping me off." Diamondhead responded.

Enraged with everything Stan had done to him, Kevin pointed out bluntly swearing at the end, "You made me into this freak, you stupid brat."

"Really? Like this is my fault?! You're the one who drained the Omnitrix, to begin with." Diamondhead ranted back starting to lose his temper.

Pissed off, Kevin then shouted back, "But's that not all! You stopped me from getting the money train of a lifetime!"

"You were going to hurt innocent people and you made me and Ben your slaves!" Diamondhead yelled back louder than Kevin.

"YOU DONT KNOW WHAT I BEEN THROUGH BECAUSE OF WHAT YOU DID TO ME!" Kevin then snapped freaking out loudly.

There was a brief silence before Diamondhead then shockingly revealed, "I don't care. It was your fault, to begin with."

Having gotten Stan to showcase how he truly felt about Kevin, Kevin calmed down and chuckled before stating, "Guess what? I don't care as well, because now it's payback time partner."

Diamondhead merely stayed quiet as Kevin explained, "Everything 50\50. I do the crime and you'll do the time."

"You'll never get away this..." Diamondhead darkly muttered back to Kevin.

Chuckling again, Kevin gleefully stated, "Wrong! You'll never get away with this. I'm you, remember?"

SMASH! CRASH!

The glass windows on the mint then shattered as dozens of SECT soldiers then poured into the mint building.

"Ah crap!" Diamondhead shouted out in annoyance as he morphed his hands into a pair of diamond blades and looked away from Kevin.

Smirking, Kevin then aimed his Pyronite hand at Diamondhead and unleashed a fireball.

WHOOSH! BLAM!

The fireball sent Diamondhead tumbling onto the floor as Kevin chuckled darkly before stating, "Heh, keep the change specks. You can use it to pay your bail."

"This war isn't over yet Kevin. I will beat you, no matter what I have to do." Diamondhead darkly replied vowing to stop him for good.

Amused and enjoying the sadistic game he was playing, Kevin rolled his eyes and morphed into his version of Stinkfly.

ZAP! SPARK! WHIRRR!

Thick black electrical energy sparked off Kevin as he morphed into a Lepidopterran with white flashes occurring briefly.

Looking at Stan, Kevin spoke with a light and Snively version of his normal voice, "Gotta fly."

WHOOSH! FLAP! CRASH!

Stinkfly Kevin then flew upwards with his bug-like wings and smashed into the glass window of the San Fransico Mint building as glass rained down on Diamondhead Stan.

"I have to learn how to switch from one alien to another like Kevin," Diamondhead muttered under his breath.

SMASH! CRASH!

More glass windows exploded as more SECT soldiers entered the building and slowly surrounded Diamondhead with their assault rifles and machine guns aimed at the Petrosapien.

Clutching his diamond swords tightly, Diamondhead then heard someone shout out, "Sorry rocked, no one authorised withdrawals on my watch."

Turning around, Diamondhead saw Liteauntant Steel as his grey eyes stared into Diamondhead's yellow ones.

"And you are?" Diamondhead asked Steel who replied, "You know who I am."

 _"Great, now I'm dealing with a military general and Kevin at the same time. I am so going to wonder why the Universe puts me in situations like this."_ Diamondhead briefly mused in his head.

Hoping to convince Steel that he was innocent, Diamondhead then explained to him, "But you don't understand! I'm one of the good alien's who has been helping out people recently along with my colleagues, the bad alien just got away!"

"Yeah, sure you are, just like those alien heroes all over the news nowadays." Steel replied as his soldiers moved forward.

"No sale, in here, you're just a walking chandelier." Steel ranted when Gwen appeared intervening, "He's telling the truth officer."

"Yeah, there was another alien who..." Ben began explaining before Steel interrupted saying, "I don't trial them, kids, I just catch them."

Glaring at Diamondhead, Steel then ranted out loudly, "We'll let the boys at Area 51 figure out who's naughty and nice, Chicago, Tallahassee, Barstow, you and your outer space pals have been keeping me busy. But you're not getting away with it this time!"

"This time huh? You'll have to catch me first." Diamondhead taunted Steel as he quickly morphed his left hand back to normal.

BLAST! SLICE! CRASH!

The diamond shards impacted the gun barrels the SECT soldiers were carrying before the pressure built up inside the caused the guns to explode.

BOOM! BLAM!

Seeing his opportunity to escape, Diamondhead quickly morphed his hands back to normal and sprinted through the smoke cloud caused by the guns exploding.

"Get that thing and open fire!" Steel shouted from behind Diamondhead as bullets blasted from behind the Petrosapien.

BLAM! PEW! CRASH! PEW!

Bullets grazed Diamondhead's crystal skin briefly as the SECT soldiers began pursuing Diamondhead.

Wanting to stay quiet, Diamondhead ran past a mint machine and slowed down being sure not to draw attention to himself.

" _Okay, now this whole situation is definitely like the main story of Sonic Adventure 2."_ Diamondhead thought in his head as he walked past the mint machines.

Beep...

Shaking his head, Diamondhead's yellow eyes spotted a small red beam appear on his chest near the Omnitrix symbol.

"Contact sighted!" One of the SECT Soldiers yelled as he opened fire on Diamondhead.

BLAM! PEW! CRASH! PEW!

"URGH!" Diamondhead grunted in pain as the bullet casings bounced off his diamond skin and clattered onto the floor.

Determined to escape, Diamondheadtrueed his right hand towards form the SECT soldiers on the balcony and fired diamond shards back.

BLAST! SLICE! CRASH!

The diamond shards impacted the balcony and caused it to fail and prepared

SNAP! Creak...

The SECT soldiers ended up dangling above the balcony as Diamondhead sighed in relief.

BLAM! BLAST! PEW! CRASH! WHOOSH! BLAM! PEW!

More bullet casings and laser rounds then fired above Diamondhead's head.

"Will you lot just buzz off already?!" Diamondhead ranted back in anger as he placed his hands on the floor.

Grunting slightly, Diamondhead then used his crystal making powers to generate a large crystal blockade that blocked Steel and the SECT soldiers from pursuing him.

Rumble... SLICE! CRASH!

Diamondhead then took his opportunity and quickly ran off.

Peering around the crystal blockade, Steel then noticed Diamondhead climbing on a ladder before he managed to haul himself onto the balcony.

"He's on the balcony!" Steel ordered his SECT soldiers who both began running towards another ladder.

"Hmph!" Diamondhead grunted as he began walking forward when...

BEEP! BEEP! BEEP!

The Omnitrix symbol on Diamondhead's chest then began beeping red as the Petrosapien spotted a pair of SECT soldiers sprinting towards him.

"Oh no..." Diamondhead muttered in shock as he turned around and noticed Steel glaring at him in hatred.

Seeing no choice, Diamondhead then jumped off the balcony quoting, "Geronimo!"

WHOOSH! THUD! CRASH!

Looking over the balcony, Steel noticed a destroyed mint machine which was impacted whilst a nearby SECT soldier walked past the damaged machine.

FLASH!

A large bright red light then flashed out nearby as the SECT soldier emerged carrying a Glock pistol.

Moving away from the pistol, the soldier spotted a sweaty and worried Stan who kneeled against the mint machine faking, "Argh! Don't hurt me!"

Opening his blue eyes, Stan then asked calmly pretending to be stupid, "Oh is the dumb monster gone?"

"Yeah, the contact is gone, kid. You're safe." The SECT soldier informed Stan as he holstered his Glock pistol to his belt.

" _Man, that was close. Good thing I can pretend to be dumb instead of smart."_ Stan mused in his head before he smirked slightly.

A few mins later...

The SECT soldiers escorted Stan towards the Tennyson trio who smiled happily before Gwen walked forward saying, "Oh thank god you found him."

"Gwen? What are you doing?" Stan whispered in Gwen's ear who whispered back, "Just play along."

Nodding, Stan then acted confused as Gwen lied, "We were so worried, he's always wandering off with curiosity and wonder."

"Yep, that's true." Stan lied agreeing with Gwen as the SECT soldiers backed off from the main group.

As Steel soldier's regrouped, Steel spotted the recharging red Omnitrix on Stan's arm.

"Hmm... Nice watch, Never seen anything like it." Steel spoke to Stan curious about the Omnitrix.

Placing his right arm behind his back, Stan then stated, "Yeah, It's from Japan! A rarely limited edition watch."

Wondering what Stan was hiding, a SECT soldier then informed Steel, "No sign of the alien contact sir. It's like that thing disappeared into thin air."

"And I don't suppose you four know anything about this alien." Steel asked the kids as Max walked forward saying, "No... if we did, we'd tell you."

Raising his left eyebrow, Steel said, "Yeah, of course, you would."

Max then waved goodbye as the kids walked out of the San Francisco mint with Max leading them away.

Unknown to the group, however, Steel ordered one of the SECT soldiers, "Keep an eye on them, they know more then they're saying."

Thirty mins later in downtown San Francisco...

The Rust Bucket was parked on a downhill street as a San Francisco tram rumbled past the large Rv.

Inside the Rv, Max was leaned against the back of the kitchen booth with Ben whilst Gwen typing on her laptop whilst Stan was sat on the opposite side.

"It was Kevin at both the video game store and the San Fransico mint, they were setups," Stan explained to everyone else.

"That would explain a lot, I don't mind telling you, but that kid's rowboat is missing a couple of paddles," Max stated his opinion on the matter.

Agreeing Ben then said, "You're right Grandpa. Kevin is a crazy kid, no wonder he was a troublemaker back in New York when I accidentally made things worse."

"Ben, that was the past, focus on the present okay?" Stan reminded Ben who nodded his head back still regretting the trouble he had caused for the group.

"True, but why does that alien swat team guy think all aliens are bad?" Ben then asked the group.

"Looks like from personal experience," Gwen spoke before she turned around her laptop.

Looking at Gwen's laptop, Stan spotted a CNN news page where Ripjaws was robbing a bank.

"Alien terror..." Stan muttered in disbelief as he read the news article carefully.

"Check this out. Your friend has been busy and not just here in San Francisco. Look." Gwen explained to Stan.

"I know, Gwen. Wildmutt in Tallahassee, Ripjaws in Chicago, Ghostfreak in Barstow..." Stan angrily muttered as he clutched his face with his hands in disbelief.

Concerned, Gwen asked Stan, "Are you okay? You don't look alright."

Peeling his hands from his face, Stan angrily remarked, "No, I'm not Gwen. I'm going to make Kevin suffer for what he's done to me."

Having never seen Stan like this before, everyone froze in silence before Max calmly spoke, "Whoa... Even I think that making Kevin suffer is a bit extreme, why don't you just calm down?"

Staring at Max, Stan then ranted calmly, "No, It's not. Kevin has made me suffer in ways you already know about. Forcing me and Ben to be criminals in New York, draining the alien powers from the Omnitrix and using them to not only commit crimes and frame me? As far as I'm concerned, that freak has already started a war and I will be the one to end it."

Silence once again filled the vehicle as Ben then pointed out, "He does have a point."

Rolling her eyes, Gwen tried to lighten the mood by saying, "Pretty ironic everything you just said..."

Rumble... WHOOSH!

"ARGGHHH!" People screamed out loud nearby.

Confused, Stan looked outside the RV windows and noticed a San Francisco tram rumble past at extremely high speeds which were coated black and had thick green lines all over it with brown colouring near the bottom of the tram.

"Kevin!" Ben shouted out to the group as Stan walked past the booth towards the side door of the Rv.

"The boy must have gone Upgrade to hijack that tram cable car." Max noted as Stan then quoted, "Well he's not the only one who can Upgrade things."

BEEP!

Activating the Omnitrix, Stan scrolled to the Upgrade silhouette and tapped it down carefully not noticing that the silhouette flicked accidently.

FLASH!

A bright flash of green light covered Stan as XLR8 emerged from it instead of Upgrade with his mask upwards.

"XLR8? Nice choice lizard." Gwen taunted XLR8 who replied, "Still better than being stuck as Wildmutt."

Creak...

XLR8 opened the side door of the Rust Bucket and stepped outside as his mask covered his face.

"Time to beat Kevin at his own game," XLR8 muttered as he zipped off towards the runaway tram.

WHOOSH! ZIP!

As XLR8 ran off, the Tennyson trio peeped out of the Rust Bucket and watched the heroic Kineceleran chase after the evil Galvanic Mechamorph.

"I'm worried about Stan, Grandpa." Gwen spoke to Max as Ben added, "Yeah, I am as well."

Wanting to calm both kids down and fix the situation, Max informed them, "I'll talk with Stan when he comes back."

On a nearby rooftop, however, two SECT soldiers spotted Stan's XLR8's form chase after Kevin's Upgrade form.

"Mobile one, a humanoid lizard-like alien just emerged from the Rv, now both are heading down California Street." The soldier spoke through a radio.

"Maintain visuals, I'm on my way." Steel informed the soldier's as he cut off the radio.

WHOOSH! RUMBLE!

"ARGHHH!" People onboard the runaway tram screamed.

Hoping to restore control, the tram conductor grunted slightly as he tried to stop the tram by pulling down the brake for the runaway vehicle.

SCREECH! WHRRR! Slither...

Near the brake, a green eye then appeared and smirked darkly before Kevin's digital voice mockingly said, "Now why are you doing that?"

"GAH"! The train conductor muttered in shock as two thick tentacles appeared around the brake and ripped it off the ground.

WHRRR! SNAP! Slither...

"But we're just starting to have fun!" Upgrade Kevin mockingly informed the frightened passengers.

WHOOSH! ZIP!

Confused, Kevin's Upgrade form noticed Stan's XLR8 form running right next to the runaway tram.

"Sorry, Stan! No giant lizards allowed!" Upgrade Kevin mocked XLR8 Stan who opened up his mask and shouted back, "Bring it on you digital freak!"

With the tension between the two rivals getting worse, Upgrade Kevin took action.

SPLAT! WHRRR! Slither...

A series of sharp spikes emerged from the side of the tram as XLR8 flicked his mask back down in response.

WHOOSH! SLICE! THWACK!

Taking action to avoid the sharp spikes, XLR8 quickly jumped and dived above each spike whilst still running down the road.

"Stay still!" Upgrade Kevin ranted to XLR8 Stan who quickly saw his opportunity and grabbed hold of the tram side with his left claws.

"Come on..." XLR8 Stan muttered as he used his speed and strength to hurl himself onto the inside of the tram cart.

WHOOSH! THUD!

At the same time...

WHOOSH! ZIP! BUMP!

The Rust Bucket blasted down the road in its turbo mode feature with the various flaps activated.

Inside the Rust Bucket, Ben was strapped into the side booth and held onto the table tightly whilst Gwen was strapped in near the front with Max.

"You know at times like this, my stunt car driving experience comes in handy!" Max boasted to Gwen confidently.

"You can drive a stunt car?!" Ben shouted from the back towards Max.

"I'll say it again, nothing can surprise me anymore at this point," Gwen muttered under her breath.

Back on the tram car...

"ARGH!" People panicked as they saw XLR8 clamber onto the tram car.

Flipping up his mask, XLR8 then stood back and tried to calm down the crowd saying, "Please calm down... I'm here to help."

SPLAT! WHRRR! Slither...

Behind XLR8 Stan, Upgrade Kevin then formed his blob shape and said, "Peek-a-boo specks..."

Turning around, XLR8 angrily hissed back as his tail slammed onto the metallic floor, "HISS! Don't call me that!"

THWACK!

Upgrade Kevin only smirked his green eye as he morphed the surface underneath XLR8 Stan.

WHRRR! Slither...

Hearing the familiar sound, XLR8 quickly used his speed and dodged the punch from underneath the floor.

WHOOSH! THUD!

"You can't beat me, Kevin. Upgrade is my favourite alien, I've had a weeks worth of practice with him." XLR8 Stan cockily replied as the Kincerlean entered a guard stance.

"We'll see about that." Upgrade Kevin darkly responded as he began throwing benches in the tram towards XLR8 Stan.

HURL!

Thinking quickly, XLR8 once again dodged and ducked from the incoming benches which crashed onto the side off the tram.

ZIP! CRASH! WHAM! WHOOSH!

"Is running all you're good at specks?" Upgrade Kevin mocked XLR8 Stan who angrily replied, "No... I can strike when you're vulnerable."

WHOOSH! CRASH!

Unfortunately, XLR8 didn't notice a spare bench crash into him and pin him onto the ground.

"URGH!" The Kincerlean grunted trapped underneath the bench as the Galvanic Meachmorph spoke back, "Not good enough, are you? That's a good little hero."

Seeing his opportunity, Upgrade Kevin began morphing off the tram and merged onto the roof in his normal humanoid form.

SPLAT! WHRRR! Slither...

"Huh. Let's see, brakes are out, the hero is trapped and everyone is about to go for a dip in the bay. My work is done." Upgrade Kevin muttered as he began transforming again.

Like before, thick black electrical energy sparked off Kevin as he morphed into Stinkfly with the transformation ending just as quick.

ZAP! SPARK! WHIRRR!

Feeling the effect of the transformation, Kevin groaned slightly before muttering, "Still hurts like hell though."

The Lepidopterran then flew off upwards into the air from the runaway tram.

WHOOSH! FLAP!

Back inside the tram, XLR8 Stan managed to get up from the ground and watched as Stinkfly Kevin blasted off into the air.

SCREECH! WHOOSH!

Looking around, XLR8 then spotted the Rust Bucket appear behind the runaway tram as Max leaned out the window and shouted out, "Stan! Attach the line to the bottom of the RV!"

"Got it, Max!" XLR8 replied as he looked down and noticed a chained hook connected to the back of the tram.

 _"Here goes nothing."_ XLR8 mused as he leaned down and grabbed hold of the hook with his left clawed hand.

Carefully grasping the hook, XLR8 then jumped out of the tram and landed on the front of the Rust Bucket window.

WHOOSH! THUD!

Clinging onto the window with his feet claws dug into the metal, XLR8 leaned down and carefully placed the hooked chain underneath the Rust Bucket before clinging on the window again.

Staring at Max from the front window, XLR8 shouted out, "Do it now Max!"

Nodding back, Max then placed his foot on the brake and braced himself.

SCREECH! WHOOSH!

The Rust Bucket slowed down significantly as both the tram and the Rust Bucket rumbled down the hill with smoke and dust spluttering from the back of the RV.

"ARRGHHH!" People inside the tram screamed out loudly as XLR8 muttered in disbelief, "Why is it not working?!"

Frowning, Max looked down and quickly pressed a blue button on the dashboard.

Flick! WHOOSH!

From the back of the Rust Bucket, where the tyre on the back was, a large industrial cable then fired out from the RV's back.

The industrial cable then opened up as the thick cable crashed into a brick wall and imploded itself dragging the RV into the stonework.

WHOOSH! CRASH! WHAM!

The Rust Bucket and the tram then came to screeching a halt with the tram creaking above the edge of the docks when it stopped moving.

"Phew..." XLR8 sighed in relief as Max and Gwen sighed as well whilst Ben then walked to the front groaning before he suggested, "Can we please never do that again?"

On the tram, the people began cheering happily as XLR8 slowly peeled off the front window of the Rust Bucket and began assisting people of the tram.

"Is everyone alright here?" XLR8 asked the crowd who was stuck on the tram.

"Yes, thank you." Someone replied as another person praised XLR8, "You're a hero!"

Having dealt with publicity before, the Kincerlean rolled his eyes and ordered the crowd, "I get it. Now please step off the tram one at a time."

As the crowd walked off the tram one at a time, XLR8 couldn't help but notice a familiar face briefly.

A man wearing a white lab coat with a pair of green goggles around his neck was the last person to exit the tram followed by the conductor.

Stopping slightly, he winked at XLR8 before walking off into the crowd as XLR8 wondered in confusion, " _Huh?! Wasn't that the scientist I met in A_ _lbuquerque a few weeks ago? Or is the same person even?"_

Now really confused, XLR8 shook his head briefly before he turned around and ran off into San Fransisco.

WHOOSH!

Nearly fifteen mins later that evening...

The sun was now setting in as the evening began to arrive in San Fransisco with the city lighting up during the night time.

The Rust Bucket then parked up in an alleyway before the door opened.

Creak...

The Tennyson trio emerged from the door and looked around as Stan appeared from behind a box in his normal human form with the Omnitrix recharging on his right arm.

"Hey everyone," Stan greeted the group with enthusiasm as a massive smile appeared on his face.

"Nice job." Max praised Stan as he leaned down and ruffled Stan's hair as Ben pointed out, "He can handle anything."

"Not bad for a lizard with no thumbs." Gwen then spoke complementing Stan who smiled back in response.

"FREEZE!" Someone then shouted out loudly.

Shocked, everyone turned around and noticed dozens of SECT soldiers aiming their weapons at the group as Lieutenant Steel emerged.

"One move and you're all swiss cheese!" Steel threatened the group as Stan gulped slightly and stepped back.

Moving forward, Steel then explained, "You have two choices. Tell me what you have to do with these aliens or get measured for your prison uniforms."

Trying to calm the situation down, Max then suggested to Steel, "Officer, I think you may have made a mistake, we know nothing about these aliens."

"I don't make mistakes." Steel replied to Max as he leaned down and then grabbed hold of the Omnitrix on Stan's right arm forcefully.

Freezing in shock, Stan's blue eyes blanked out as Steel asked him, "It has something to do with this watch, doesn't it?! Some kind of signal to call the aliens?"

"I... I..." Stan grunted out struggling to comprehend the question he was asked as Ben and Gwen stared at him wondering what had caused him to be so quiet and afraid.

"Sir." A SECT soldier spoke out to Steel who removed his grip off Stan's right arm and faced him.

Shaking his arm slightly, Stan looked pale as Max then moved over to Stan and protected him from Steel defensively knowing how vulnerable Stan could be.

"What is it?" Steel asked the soldier who informed Steel, "We're getting reports of a crystal alien rampaging on the Golden Gate bridge similar to the one present at the Mint earlier today. It looks like it could bring down the whole bridge if it isn't stopped."

Knowing how dangerous the situation could be, Steel then grabbed hold of radio from his belt and spoke into it, "Falcon-1 pick up at my twenty. We're not done."

WHOOSH! WHIRRR!

Focusing on his grudge against Kevin, a large black helicopter then arrived on the scene and dropped a climbing rope below Steel.

Connecting himself to the rope via his belt, the rope was then dragged upwards as the SECT soldiers walked off from the area and left the main group behind.

WHOOSH! WHIRRR!

"Those guys don't stand a chance against Kevin..." Ben muttered in fear as he watched the helicopter fly off into the distance.

"I agree, Stan has to stop Kevin for good," Gwen spoke agreeing with Ben.

Turning around, Ben and Gwen noticed Stan shaking slightly as Max calmly stated to him, "Hey it's okay... You're safe now."

Being reminded of the truth, Stan calmed down and sighed in relief grateful that he would never have to relive that memory again.

"Ben, Gwen, me and Stan need some alone time. Can you two go back to the RV and wait for us?" Max asked Ben and Gwen.

Seeing no choice, Ben and Gwen walked back to the Rust Bucket hoping Stan would be alright.

Now facing Stan, Max asked him, "Stan, what happened back there when you froze up?"

Not wanting to let people know, Stan informed him, "Well... When I was younger my parents would fight a lot and something bad happened one day. I don't remember much."

Finishing his sad rant, Stan sniffed slightly as Max then realized why Stan was acting like that.

He remembered about that about six years ago, Carl had called him one day saying that Stan's parents had suffered a divorce and that something serious had happened in their home.

He also recalled speaking to Emily Hopkins about what had happened and the full details that emerged in court following the event.

Deciding to change the subject and forget about Stan's past, Max suggested to Stan, "Well, how about we focus on stopping Kevin?"

Realizing what Kevin was up to, Stan's expression changed from sadness to anger as he remarked angrily, "He's going to pay for what he did to me."

"That's another thing we need to talk about. How you will deal with Kevin once you beat him?" Max then informed Stan.

"So what about it? He deserves to suffer for what he did to me and Ben." Stan ranted to Max fed up with everything Kevin had done.

"I know, but is it worth snooping to Kevin's level? He wants your anger and hatred to make you worse." Max worriedly spoke to Stan.

Thinking about what Max said to him, Stan nodded before replying, "I'll think about it when the time comes, but we need to hurry Max."

At the same time on the Golden Gate bridge...

The moon dominated the night sky as the Golden Gate bridge stood mighty and tall above the San Francisco Bay.

Waves sploshed below the bridge as seagulls could be heard hawking on the craggy rock face nearby.

On the bridge itself, a large crowd of vehicles was jammed on the bridge as the various pedestrians looked above the catwalks on the bridge.

On the catwalks, Kevin's Diamondhead alien form morphed his right hand into a series of diamond shards and fired the shards towards the support cables on the bridge.

SLICE! CRASH! SNAP!

Three of the support cables were damaged as the massive cables groaned and fell backwards onto the bridge road.

"LOOK OUT!" Someone yelled out loudly in shock as two pedestrians narrowly managed to avoid one of the giant cables which crashed onto the road.

Creak... WHAM! THUD!

Up above on the catwalks, Diamondhead Kevin grinned and aimed his diamond shards towards a large van and opened fire again.

BLAST! SLICE! BOOM!

The van exploded as flames and smoke went flying in the nearby area as the van crashed upside down.

"Oh yeah! Who's bad?!" Diamondhead Kevin confidently boasted as he morphed his crystal hands back to normal.

WHOOSH! WHIRRR!

Confused, the rogue Petrosapien looked upwards and saw the Falcon-1 helicopter fly past him and turn around.

Looking out from the chopper, Steel used his climbing rope and abseiled out of the chopper and down towards the catwalk.

"Steel!" Diamondhead Kevin muttered loudly as he turned around morphing his crystal hands and fired some diamond shards towards the helicopter.

SLICE! CRASH! BLAM!

The diamond shards imploded the helicopter as the engine for the aerial vehicle began failing.

"Mayday! Mayday! Falcon-1 is going down!" The pilot shouted from inside the helicopter which began tumbling downwards.

Annoyed, Steel quickly used his hunting knife and sliced the climbing rope that connected him to the helicopter.

Slice!

WHOOSH! THUD!

Steel then landed down on the catwalks above the Golden Gate bridge and confronted Diamondhead Kevin.

"Lieutenant Steel, so nice to see you again." Diamondhead Kevin taunted Steel who replied, "This time, you're going down freak!"

Steel then took out his hunting knife and ran towards Diamondhead Kevin who morphed his right hand into a sword in response.

At the same time below the bridge...

SCREECH! WHOOSH!

The Rust Bucket screeched to a halt near the massive pile-up of vehicles as the side door was flung open.

Creak...

Exiting the vehicle, Stan watched as Diamondhead Kevin battered Steel on the catwalks.

"Great... One more thing, I'm going to get blamed for." Stan sarcastically commented as he faced the Tennyson trio.

"Stan, make Kevin pay for everything he's done to us." Ben encouraged his best friend optimistically.

"I will Ben, but I won't go too far." Stan replied as Max then informed him, "Remember what I said okay?"

Stan nodded back as Gwen then said, "Take care and good luck."

Smiling confidently, Stan walked forward to the bridge as he activated the Omnitrix.

BEEP!

WHAM! THWACK! CRASH!

"URGH!" Steel cried out in pain as Diamondhead Kevin threw him against a nearby wall of the bridge.

Landing on the ground, Steel was covered in bruises as his right eye was swelled up significantly.

Coughing slightly, Steel wiped away a cut on his left cheek as he slowly crouched up and noticed Diamondhead Kevin approach him.

Aiming his crystal sword at Steel, Diamondhead Kevin grabbed hold of him by his shirt collar.

"Gah!" Steel grunted out in pain as Diamondhead Kevin moved back his crystal sword and mocked Steel, "Any last words Steel?"

"Yeah... Go to hell." Steel defiantly muttered back as Diamondhead Kevin smirked and prepared to end his life.

WHOOSH! THUD!

Something large and huge landed on the catwalk nearby as a booming voice shouted out, "Let him go Kevin."

Realizing Stan had appeared, Diamondhead Kevin turned around and noticed the familiar red Tetramand with the Omnitrix symbol on his shoulder glaring at him.

"This is between me and you, not Steel. So drop him now." Four Arms Stan warned Diamondhead Kevin.

"Sounds good to me specks." Diamondhead Kevin mocked Four Arms Stan as he hurled the commander off him.

WHOOSH! THWACK!

Steel ended up being flung onto a nearby support beam for the bridge as he clutched on tightly struggling not to fall.

"Ugh..." Steel grunted in pain as he managed to slowly clamber onto the support column as he watched Four Arms Stan and Diamondhead Kevin confront each other.

"Still trying to be a goodie two shoes, Stan? Let me guess, you just want to help me." The Petrosapien mocked the Tetramand before laughing slightly.

"No. You had plenty of chances to get medical help and support. But you refused, this time, I'm taking you down for good." The Tetramand darkly informed his rival.

"Aw... Does this mean we're not best buddies anymore? Diamondhead Kevin asked Four Arms Stan mockingly before he aimed upwards and fired a series of diamond shards towards the heroic Tetramand.

BLAST! SLICE!

Glaring at his rival, Four Arms Stan jumped upwards and narrowly dodged the diamond shards as they collided with the catwalks.

WHOOSH!

"AARRGHH!" Four Arms Stan roared back in anger as his battle cry echoed across the bay.

"Bring it on! I'm going to enjoy making you suffer!" Diamondhead Kevin shouted back as Four Arms Stan landed near him.

THUD!

Immediately after landing, Four Arms Stan raised his upper first towards Diamondhead Kevin and smashed the Petrosapien's crystal face.

SMACK! CRASH!

"ARGH!" Diamondhead Kevin howled in pain as Four Arms Stan began punching him numerous times.

SMACK! WHAM! THWACK! CRASH!

Then, Four Arms Stan raised back his upper left fist and tackled into Diamondhead Kevin.

THUD! CRASH!

"Let go of me!" Diamondhead Kevin ranted as Four Arms Stan raised his fists and pinned the Petrosapien down.

Annoyed, Diamondhead Kevin began transforming again.

ZAP! SPARK! WHIRRR!

Noticing that Kevin was changing again, Stan quickly raised his fists ready to finish Kevin off when he transformed into Ghostfreak.

WHAM! Whoosh...

The red fist sliced through the middle of Ghostfreak Kevin's body as Four Arms stan remembered what had happened when he had fought Vilgax on Mount Rushmore.

"Ghostfreak?! Oh, nuts!" Four Arms Stan muttered in shock as Ghostfreak Kevin chuckled darkly before saying, "See ya."

The evil Ectonurite then vanished into the red floor of the catwalk as Four Arms Stan raised back his fist and looked around.

Wanting to know why Kevin wanted revenge, Stan then asked him, "You would risk the lives of all those people just to get even with me?!"

"Nobody's innocent! They just haven't had the chance to make fun of me yet..." Ghostfreak Kevin rasped back darkly to the Tetramand as the Ectonurite floated upwards behind the Tetramand.

RIP! SLURP!

Peeling open his skin, Ghostfreak Kevin then dragged the tentacles towards Four Arm Stan's back and ensured the Tetramand.

"Guh!" Four Arms Stan muttered as the tentacles slowly dragged the Tetramand back who struggled to move forward back in response.

With a literal tug of war occurring between both aliens, the fight continued.

At the same time below...

The Tennyson trio watched on as Ghostfreak Kevin ensured Four Arms Stan as the group then noticed a pair of SECT soldiers appear from nearby carrying the prototype Bazooka Cannon weapon from before.

"You can't do this! The red alien is trying to help!" Gwen protested to the SECT soldiers who ignored Gwen and aimed the weapon upwards.

Up above, Four Arms Stan managed to break free of Ghostfreak Kevin's tentacles which slurped back into the Ectonurite's chest.

Slurp... SHARP!

"Nice try, Kevin, but Ghostfreak is better for stealth, not combat." Four Arms Stan taunted Ghostfreak Kevin who hissed back, "I'll just change then again!"

Clutching his fists, the Ectonurite then began changing into a familiar Pyronite as black electrical sparks morphed off his body.

ZAP! SPARK! WHIRRR!

 _"Maybe if I just wear out Kevin, he might end up morphing back to his normal Human form as I do. I just need to distract him long enough."_ Four Arms Stan thought in his head on his plan to win.

Back on the ground below...

"Targets locked on sir. Permission to fire?" The SECT soldier spoke into his radio.

Up above, Steel grabbed hold of his radio and said, "Fire on my command only. I repeat fire on my command only."

Annoyed the soldier ranted to his colleague, "We've got to blow those alien bastards back into outer space."

"Do you want to disobey a direct order from Steel?" The soldier holding the weapon asked him back.

Back on the catwalks of the bridge...

Kevin then transformed into Heatblast who aimed his hands towards Four Arms Stan and fired a massive heat ray from them.

WHOOSH! BLAM!

Raising his upper large arms, Four Arms ran forward and blocked the heat beam as it collided with his red skin.

BLAM! THUD! THUD! THUD!

Realizing what had happened, Heatblast Kevin quickly sidestepped away from the runaway Tetramand and transformed again.

ZAP! SPARK! WHIRRR!

This time, Kevin transformed into Wildmutt as the animalistic Vulpimancer roared angrily whilst Four Arms Stan recovered.

Shaking his arms, Four Arms Stan then noticed a large orange blur tackle into his face.

"ROARR!" Wildmutt Kevin howled angrily to Four Arms Stan as the Tetramand then shouted out, "You need a good bath fido!"

SMASH! CRACK!

Four Arms Stan then slammed his large head into Wildmutt Kevin's face as saliva and slime were sent flying out of his mouth.

"HOWL!" Wildmutt Kevin howled in pain as the large Tetramand hurled the dog alien into the air with all his arms and strength.

WHOOSH!

Flying up in the air, Kevin had no choice but to transform again.

ZAP! SPARK! WHIRRR! FLAP! WHOOSH!

Morphing into Stinkfly, the Lepidopterran flew around past the bridge and began firing goops of spit and slime towards Four Arms Stan.

SPLIT! SPLAT!

"Really?! You've lost Kevin, I've won, just give up!" Four Arms Stan advised Stinkfly Kevin who yelled back, "Never!"

WHOOSH! CRACK!

Stinkfly Kevin then divebombed Four Arms Stan.

"Oof!" Four Arms Stan grunted in pain as he noticed Kevin's Stinkfly form zapping slightly.

" _He's going to change back to normal any second now! I've got to end this once and for all!"_ The Tetramand planned in his head as he watched Stinkfly Kevin fly back around.

ZAP! SPARK! WHIRRR!

And then Kevin transformed back to normal.

Similar to Stan, the effects of using too many transformations at once had drained Kevin of the energy he needed to utilize the alien forms.

In a nutshell? He has drained off all his alien powers.

Realizing he was back to normal, Kevin panicked and screamed, "ARGHHH!"

Watching Kevin plummet back do to Earth, Kevin crashlanded into Four Arms thick skin and bounced off him and landed on his back.

WHOOSH! SMASH! WHAM!

"Urgh..." Kevin groaned defeated as blood leaked out from his nose feeling exhausted and drained of the energy powers he once had.

"Finally, it's over." Four Arms muttered in relief as he walked over to Kevin.

THUD! THUD! THUD!

Nearby, Steel watched as Four Arms proceeded towards Kevin finally understanding that not all aliens were bad after all.

Moving closer to Kevin, Four Arms leaned down and grabbed hold of Kevin by his black shirt collar dangling him above the ground.

"Any last words you freak?" Four Arms mocked Kevin who merely looked at Stan in tiredness and hatred staying quiet.

"Good, you never really were Human anyway, I'm doing this world a favour by ending your existence." Four Arms reasoned as he raised back his upper fist and prepared to strike down Kevin.

However, Four Arms then froze in shock remembering what Max had told him half an hour ago.

 _"Is it worth snooping to Kevin's level? He wants your anger and hatred to make you worse."_ _Max spoke trying to calm Stan down._

 _"Stan, you do need to stop Kevin but you don't need to become like him." Gwen's voice then suggested to Stan._

 _"I agree, Stan, please don't do this..." Ben's voice then pleaded to Stan as well._

 _"No matter what happens, I'll always be there with you." Emilly's motherly voice then spoke to Stan lastly._

Realizing what his small group of friends and family meant to him, Four Arms then remembered that night in which something bad had happened with his biological family.

He then knew the parallel situation.

Something bad had happened to Kevin as well.

No wonder he had run away from his home to New York in the first place.

And now Kevin was a darker copy of him who wanted Stan to crack.

Now understanding what Max had meant with him, Four Arms then muttered bluntly, "What am I doing? I... won't be like you or end you, Kevin. I'm done."

Carefully dropping Kevin onto the floor with sympathy, Four Arms looked down at his battered rival before remembering the parallel situation between General Zod and Superman as well.

That situation was similar, but Stan knew it was fake. This was real.

Turning around, Four Arms then walked away from Kevin leaving him behind.

THUD! THUD! THUD!

Confused, Kevin looked at Four Arms and angrily shouted out, "Get back and here fight me, Hopkins! I'm not through with you yet!"

Fed up with everything Kevin had done and just wanting to go back to his adopted family, Four Arms looked back briefly and remarked, "Well I'm through with you, you're not worth it. You never were."

THUD! THUD! THUD!

Enraged by what Stan had spoken to him, Kevin kneeled and froze in shock thinking, _"Not worth it?! I... No... He ruined my life and took the money I could have used to leave New York... I... I... I'LL KILL THAT DAMN BRAT!"_

Fuelled by his anger and hatred of Stan, Kevin began shaking as he recalled the memories that Stan had caused him in New York and with the bad life, in general, he grew up with.

And then he snapped.

SNAP!

The eye pupil's in Kevin's brown eyes then vanished before he closed them and grunted in pain, "Urgh..."

Surrounding Kevin, black sparks of electrical energy flashed and sparked off him as he began undergoing a unique and monstrous mutation into an abomination of the alien creatures Stan could transform into.

ZAP! SPARK! WHIRRR! SQUELCH!

The first signs of the mutation were present as Kevin's arms and back slowly swelled in size with his arm collars snapping off and cluttering onto the ground.

POP! Thump!

Then as Kevin's back grew in size, his left arm morphed into that of Heatblast's as flames sparked and surged through it.

"URGGGHHH!" Kevin screamed in pain as his right arm slowly mutated into that of Diamondhead's with crystal replacing his Human DNA.

"What's happening to me?!" Kevin howled in agony as his legs slowly grew in size and mutated into Four Arm's legs.

ZAP! SPARK! WHIRRR! RIP! SQUELCH!

Thick bulky red skin ripped his boots and trousers clean off as XLR8's tail then slowly grew out from his back as it slithered across the floor.

Then, Kevin slowly grew in size to around Four Arm's height if not slightly bigger as his black t-shirt ripped off with his padlock necklace falling on the ground.

ZAP! SPARK! WHIRRR! RIP! SQUELCH!

"I'm... changing... into what?!" Kevin grunted in pain as a pair of Stinkfly wings popped up through the back of his skin which slowly turned red with a pair of additional arms that was Wildmutt's appearing below his upper arms.

Finally finishing his transformation, Kevin's skin morphed into that of a bloody red colour whilst his right eye grew into that of Grey Matter's eyestalk whilst his left eye mutated into that of Four Arms.

Struggling to contain his pain, Kevin then screamed out painfully, "ARRRGHHHHHHH! STAN!"

The scream echoed across the bay and the surrounding bridge as Four Arms turned around in confusion with Steel also noticing Kevin's bizarre transformation with the crowds below hearing the scream as well.

ZAP! SPARK! WHIRRR! SQUELCH!

"What the?" Four Arms muttered in disbelief as he spotted Kevin's new and terrifying transformation slowly stand up from the ground with the electrical energy now clearing up away around Kevin with the remnants of his destroyed clothing littering the area where he transformed.

Looking at his new body, Kevin noticed that his new alien form was a chaotic and bizarre hybrid humanoid creature that had numerous features from Stan's alien's and Kevin's normal Human form.

Kevin's new form had Four Arm's thick bulky legs at the bottom with his ripped up brown cargo shorts covering the area around his legs with XLR8's tail slithering at the back.

Further up, near the centre was Ghostfreak's skin like lines that went up to his chest and torso with Ripjaw's gills covering the sides of his chest.

Four large alien arms also pointed out from Kevin's sides with two on each side with one being a Heatblast arm whilst his other arm was a Diamondhead one. The lower arms were Wildmutt's respectively.

Around Kevin's upper back was Upgrade's vibrant black back with numerous green lines covering his back with two giant Stinkfly wings having sprouted from his back.

Finally, Kevin's face still had his normal jet black hair with his face being Four Arm's red colour with Ripjaw's green lure on his forehead whilst his nose was Wildmutt's gills.

As for Kevin's eyes? One was a large big Grey Matter eye stalk whilst his right eye had mutated into that of Four Arm's two yellow eyes with thick fangs emerging from Kevin's now spiky mouth.

Kevin had become his most infamous mutation, Kevin 11.

Stunned by what Kevin had become, Four Arms stepped back in disbelief thinking, " _Oh my god... What happened to him?! Did I push over the edge accidentally?!"_

Now truly worried, Four Arms gulped and stepped back slowly whilst Kevin 11 looked over his new form and tried changing back to his normal Human self.

ZAP! SPARK! WHIRRR!

Unfortunately, Kevin 11 was unable to transform back into his normal Human self.

"Urgh..." Kevin 11 grunted out before he angrily shouted out to Four Arms, "I can't change back! Look at what you've done! I'm going to make you pay! RARGHHHH!"

Kevin 11 then charged towards Four Arms who yelled out back in fear, "Sweet merciful crap! Kevin's gone nuts!"

Panicking, Four Arms quickly entered a guard stance and prepared to fight back against Kevin 11's wrath thinking, _"_ _I think I went too far!"_

THUD! THUD! THUD!

Charging towards Four Arms, Kevin 11 used his newer lower arms to support his gigantic body before he took off and used his Stinkfly wings to charge towards Four Arms.

"Oh man..." Four Arms muttered in fear as he quickly raised his arms to block the impact.

WHOOSH! CRASH!

Kevin 11 blasted into the Tetramand who was pushed along the metallic bridge and sent crashing into the wall.

"ARGH!" Four Arms grunted in pain as Kevin 11 bodyslammed him into the wall.

Stepping back, Four Arms shook his head before he noticed Kevin 11 raising back his Heatblast arm before he hurled it towards Four Arms.

CRACK! WHAM!

Four Arms quickly used his upper left hand to block the impact before Kevin 11 raised his other hand and slammed into Four Arms who quickly blocked it.

Now face to face with each other, Kevin 11 madly shouted to Stan, "You made me into this nightmare freak, I'm going to enjoy beating the shit out of you!"

"Jeez, Calm down!" Four Arms yelled back at Kevin 11 trying to make the situation better just as he felt an orange fist slam into his face.

SLAM! CRACK!

"URGH!" Four Arms grunted in pain as slime and blood went flying out of his mouth.

Seeing his opportunity, Kevin 11 then uppercutted Four Arms in the gut.

WHOOSH! SLAM!

"Ooof!" The Tetramand grunted in pain as his yellow eyes boggled out before Kevin 11 then punched him into the wall of the Golden Gate Bridge.

WHAM! CRASH!

The metal wall imploded as a battered and injured Four Arms groaned in pain.

Still not done, Kevin 11 reached in and grabbed hold of Four Arm's jumpsuit by his chest and hurled him out the hole.

WHOOSH! SLAM! CRASH!

"ARGHH!" Four Arms howled in pain as he went flying off the side of the bridge and ended up falling to the road.

Thankfully, Four Arms managed to successfully grab hold of the catwalk with his upper left hand.

"Urgh... Can't let go..." Four Arms grunted in pain as the Tetramand dangled above the bridge with the crowd below watching on in shock.

THUD! CRACK!

Kevin 11's large right foot then crushed Four Arm's remaining hand as Kevin 11 leaned over and hatefully glared at Four Arms.

Too terrified to reply, Four Arms listened as Kevin 11 boasted out, "You'll never beat me. Because you're one of the good guys and good guys never have the guts to finish off guys like me."

"I refuse to go to your level at least..." Four Arms replied as Kevin 11 laughed chuckling before madly declaring, "This is the last time I'll see you. Don't worry, I'll be sure to send your family with you as well. Now say goodbye."

Increasing the pressure on Four Arm's hand, the Tetramand slowly began losing his grip with him thinking, _"I guess this is the end... Goodbye cruel world..."_

Smirking darkly, Kevin 11 then prepared to finally kill his rival once and for all.

Or so he would have.

Nearby on the support beam, Steel had taken out his radio and shouted out to Kevin, "But not me."

Then Steel shouted in his radio yelling, "FIRE!"

BEEP... WHIRR... BLAM! WHOOSH!

Below on the ground, the SECT soldier's activated the Concussion Bazooka as a massive beam of yellow energy was fired out the weapon which hurled towards Kevin 11.

The energy beam impacted into Kevin 11 who struggled to contain the energy beam as he let go of Four Arm's grip.

WHOOSH!

The energy beam then pushed Kevin 11 off the catwalk before he plunged into the San Francisco ocean screaming, "NOOOOOOOO!"

WHOOSH! KA-SPLOSH!

A massive column of water erupted from the nearby bay as Kevin 11 was buried underneath the water.

Back on the catwalk, a battered and sweaty Four Arms managed to climb back on the catwalk and stood upon it sighing in relief.

"Phew... That was a way to close." Four Arms spoke panting in exhaustion.

"Argh!" Someone then screamed nearby.

Confused, Four Arms noticed Steel slowly fall off the support beam he was on.

Acting quickly, the Tetramand leapt upwards off the catwalk and landed on the support beam for the bridge.

WHOOSH! THUD!

Landing on the support beam, Four Arms carefully grabbed hold of Steel and dragged him upwards onto the bridge.

Stepping away from Steel, Four Arms then asked him, "Are you still looking for me? Because I just saved your life."

"The second target locked on. Permission to fire?" The radio blared out as Steel then stated, "We got our alien, stand down."

Four Arms smiled at Steel in response before saying, "Thanks for the help and stay safe."

Steel nodded back before Four Arms then leapt upwards and jumped down the support beam back to the ground.

WHOOSH! THUD! WHOOSH! THUD! WHOOSH! THUD!

Steel watched on as Four Arms slowly vanished into the crowds before he spoke in his radio, "Well what are you waiting for? Pretty please? Get me down off here!"

"Understood sir." The radio bluntly replied.

Ten mins later back in the Rust Bucket...

In the Rust Bucket, Stan and Max were sat in the front seat whilst Ben and Gwen were sat down in the side booth.

"And then boom, Kevin has knocked off the bridge and sent into the Pacific ocean." Stan finished explaining what had happened with the duel he had with Kevin.

"Not even Kevin could have survived that blast and the fall right?" Gwen suggested to the group.

"You're asking the wrong person, I thought he was gone for good the last time." Ben then replied stating his theory on Kevin.

"Well, whatever happens, We'll be ready for him," Max promised the group of kids when he noticed a blockade ahead.

Placing his foot on the brake, Stan noticed Steel with a group of SECT soldiers waiting for him.

Walking forward, Steel watched as Stan pulled down the window and stared at him.

"Now why is it you four are always around when aliens show up?" Steel questioned Max and Stan.

Hiding the recharging Omnitrix on his right arm, Stan shrugged and acted quietly as Max then said, "Really? Is that a fact? Hm. We haven't noticed."

Gwen and Ben then peered around the corner together as Max finished talking whilst Steel replied, "Yeah, guess it's just a coincidence. Maybe we'll cross path's again sometime."

"Who knows?" Stan suggested as Steel then said goodbye saying, "Drive carefully and stay safe. Lot's of weird stuff out there."

"Yeah, you're telling us." Ben then spoke as Max drove the Rust Bucket away from Steel.

As the Rust Bucket drove away from the Golden Gate bridge, below in the water a series of bubbles slowly emerged bubbling to the surface...

 **Author's note: And there we go, the first part of the duology has been complete! A lot of stuff I can talk about when making this chapter.**

 **Firstly, I wanted to explore the similarities between Kevin and Stan and what made them who they were.**

 **To carry this on, I teased a bit more of Stan's troubled backstory when he was younger and how that came to affect Stan's decision.**

 **Carrying on from this, I was also able to develop Stan's relationship with Max as well because of his suggestion to Stan to spare Kevin.**

 **Another thing I did during this chapter was that I gave some extra screen time to some of the other regular aliens Kevin could turn into besides Grey Matter because he is not good in a fighting situation due to his small size.**

 **I didn't like writing Kevin's final mutation because it is just gross and creepy once you think about it.**

 **But Kevin 11 does have an awesome design which I think is pretty cool.**

 **Also, did any of you readers spot any easter eggs and shout-outs in this chapter?**

 **If you did be sure to comment and rate.**

 **Lastly, the whole theme of the chapter was good vs evil and I was looking at games and films such as Sonic Adventure 2 and Batman V Superman to gain inspiration as to how I could successfully create a really good and in-depth rivalry between Stan and Kevin which the second part of the duology 'Grudge Match' should expand even more.**

 **Anyway, that's it for now. Hope you enjoyed the latest chapter of Stan 10!**

 **Until next time. ;)**


	17. Chapter 17: Grudge Match

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Hello readers! Here is the next chapter of Stan 10 which is the last part of the Kevin 11 vs Stan 10 duology.**

 **This chapter will expand upon the rivalry Kevin and Stan have as they are forced to ultimately work together in a chaotic situation.**

 **Also, there is a major surprise near the end of the chapter.**

 **Read on to find out what the surprise is…**

 **As always, Remember to reading, Review and Favourite!**

 **Update:** **Toned down Kevin 11's dialogue significantly due to a reviewer request.**

Italics: _Thinking._

Previously on Stan 10: The next stop that the group visited was the bustling city of San Francisco.

Whilst there, the group discovered that Kevin 11 had returned.

In the aftermath of his defeat in New York, Kevin discovered that thanks to his energy absorbing powers he could transform into the ten aliens Stan originally had.

Using his new alien powers, Kevin framed Stan as part of his campaign for revenge with an alien group knowing as SECT searching for Stan's aliens.

Enraged by what Kevin had done to him, Stan and Kevin ended up having a violent rivalry that ended with Kevin being beaten.

However, Kevin then mutated into a hybrid creature becoming known as 'Kevin 11'.

Thankfully, Four Arms was able to beat Kevin 11 with help from SECT.

Now moving on from San Francisco, Stan and Kevin will once again end up fighting each other.

But they will ultimately end up working together as they are forced into a desperate situation…

Chapter 17: 'Grudge Match.'

It had been a few days since Stan had fought Kevin 11 on the Golden Gate Bridge in San Francisco.

Currently, the Rust Bucket was driving on an empty side road in the middle of a vast grassy plain surrounded by wind turbines.

Inside the RV, Gwen was sat in the front with Max whilst Ben was asleep on the bed in the back of the Rust Bucket whilst Stan was sitting at the side booth reading a copy of Batman Begins the graphic novel.

" _Man, Christopher Nolan sure did make a great Batman prequel movie, sucks I can't watch it yet though. Ah well, this graphic novel and the official game will keep me occupied until Superman Returns comes out soon, which is thankfully rated PG."_ Stan happily mused as he flicked through the graphic novel carefully.

Rumble... SCREECH! WHOOSH!

Immediately, the Rust Bucket was then violently tipped over as something massive slammed into the side of the Rv.p

"Woah!" Stan screamed in shock as Max yelled out loudly from the front, "Hold on!"

SLAM! CRASH!

Struggling to hold onto the side booth, various objects slammed onto the tipped upside of the Rv as Stan landed on the window with his backpack flying on the window near him.

"Urgh... I've got to get out of here." Stan grunted in pain as he placed his Batman Begins graphic novel in his backpack quickly and zipped it up.

Looking around the RV, Stan noticed that Ben, Gwen and Max were knocked out in the Rust Bucket.

Seeing no choice, Stan decided to open up the window of the Rust Bucket and find help.

Creak...

Pulling open the window, Stan slowly clambered out of the RV and onto the side road where the wind howled slightly outside.

Standing upright, Stan noticed that the area seemed to be deserted as the wind turbines dominated the nearby grassy landscape.

"Hello? Is there anyone out there who can help us?" Stan called out loudly as he walked forward away from the Rust Bucket.

WHOOSH! THUD!

Hearing something land on the Rust Bucket nearby, Stan turned around and froze in shock.

"Kevin?! How did you find me?!" Stan shouted out in fear and worry as Kevin 11 angrily glared at Stan.

"Did you think you would get rid off me that easily?!" Kevin 11 angrily roared back to Stan before he leapt off the RV and landed onto the road.

THUD!

As the two arch-rivals glared each other down, Stan then shouted out loudly, "What are you doing here anyway?!

"Isn't it obvious? I'm here to get revenge for what you did to me in San Francisco for turning me into this freak!" Kevin 11 ferally replied to Stan.

"You're the one who drained the powers of the Omnitrix in the first place!" Stan angrily reminded Kevin 11 who snapped and roared, "RARGHHH!"

Seeing no choice but to defend himself, Stan quickly activated the Omnitrix and transformed into the first alien that popped up on the dial selection system.

BEEP! FLASH!

A bright flash of green light covered Stan briefly before it faded as Diamondhead angrily stared down Kevin 11.

"I'm taking you down for good," Diamondhead replied to Kevin 11 as the Petrosapien stared down the alien hybrid creature.

"Oh really? I'd like to see you try." Kevin 11 chuckled before he ran forward and charged towards Diamondhead.

THUD! THUD! WHAM!

Blocking the punch Kevin 11 did to him, Diamondhead began blocking various feral punches that Kevin randomly threw before Diamondhead was sent flying back into a wind turbine.

SMACK! WHAM! CRASH! THUD! WHOOSH! WHAM!

"Ooof!" Diamondhead grunted in pain as he slowly shook his head and stared down Kevin 11 who mocked Diamondhead, "You are one sorry sight, rockhead."

"That's Diamondhead. And speaking of sorry sights, have you looked in the mirror lately?" Diamondhead sarcastically taunted his rival.

Shaking slightly, Kevin 11 ranted back in obsession repeating what he said earlier, "It's payback time Hopkins, you'll regret turning me into this!"

Walking off the wind turbine pole, Diamondhead then informed Kevin 11, "You always were a freak, Kevin. It's just now the ugly is also on the outside. Also, you repeated a sentence earlier idiot."

Ignoring Diamondhead's calm rant, Kevin 11 then boasted back confidently, "Diss me all you want. I'm still ten times better than you! I've got all your powers plus my own! I'm Kevin 11!"

Once he finished his boast, Kevin then aimed his Diamondhead hand towards the heroic Petrosapien and opened fire.

BLAST! SLICE! CRASH!

Four diamond shards travelled towards Diamondhead who merely raised his fist and caught one of the weak shards as the shards scattered onto the grassy verge.

"Too bad each one of your powers is only a tenth as strong as mine." Diamondhead bluntly explained to Kevin 11 as he smashed the diamond shard in his hand.

 _"I need to think of a good strategy to beat Kevin's chaotic transformation."_ The Petrosapien planned in his head as he began walking forward to face Kevin 11.

Annoyed, Kevin 11 quickly spat in his mouth before he opened it and spat out a massive amount of green Stinkfly goop to Diamondhead's face.

SPIT! WHOOSH! SPLAT!

Not expecting to be splatted by Stinkfly goop, Diamondhead coughed slightly before he groaned muttering, "Ew... Gwen's right, this Stinkfly goop is disgusting."

Quickly wiping the green goop off his face with his arms, Diamondhead then spotted Kevin 11 using his Stinkfly wings to propel himself towards the Petrosapien.

WHOOSH! SLAM! FLAP!

"ARGH!" Kevin 11 grunted slightly as he grabbed hold of Diamondhead in a bear hug and flew upwards into the air above the grass plains.

Taking action, Diamondhead began punching Kevin 11's mutated alien face in response.

SMACK! WHAM! CRACK!

Enjoying the pain Diamondhead was giving him, Kevin 11 chuckled and then hurled the Petrosapien towards a nearby wind turbine.

WHOOSH! BLAM!

"Urgh!" Diamondhead yelled out in pain as he plunged towards the grassy plains with the wind turbine also groaning and tumbling towards the grassy plain.

Creak... Whirr... BOOM!

"Ha... Ha... Ha..." Kevin 11 grinned in response as thick dust and smoke covered the grassy plain before he muttered out, "Huh?!"

As the smoke cleared up, Diamondhead was clutching onto the wind turbine top before he yelled out to Kevin, "Catch this! HA"!

Hurling the giant projectile towards Kevin 11, the mutated hybrid alien tried to flee only for the wind turbine to slam into Kevin's back and send him plummeting towards the grassy plains.

WHOOSH! WHAM! THUD! BLAM!

Kevin 11 tumbled back onto the grassy plain as the wind turbine impacted the ground sticking out of the edge of the grass.

Nearby, Diamondhead clutched onto his left crystal arm in pain before he muttered out loud, "Don't give up on me just yet!"

Grinning, Diamondhead noticed Kevin 11 slowly emerging from the ground as he angrily stared down Diamondhead who cracked his left crystal arm.

KA-CRACK!

With both of his arms now working, Diamondhead stared down Kevin 11 before he yelled out, "HAAAAA!"

Running towards Kevin 11, the mutated alien hybrid roared back out, "ROARR!" And began charging towards Diamondhead.

Time seemed to slow down as both alien rivals then finished running towards each other and threw their fists back at each other when...

BZZT! ZAP! WHOOSH!

A massive red beam of energy surrounded Diamondhead and Kevin 11 with both aliens freezing in a mid punch.

Then the red beam of energy slowly vanished with Diamondhead and Kevin 11 subsequently disappearing as well.

BZZT! ZAP! WHOOSH!

Thick dust and smoke surrounded the grassy plain as Gwen then slowly walked out from behind the Rust Bucket with Ben and Max following her.

"Urgh... Stan?" Gwen muttered in confusion as Ben then asked, "Where did he go?"

At the same time...

BZZT! ZAP! WHOOSH!

The red energy beam surrounding Diamondhead then reappeared and vanished as Diamondhead threw a large hook finishing his battle cry.

"Ha... Whoa... What just happened?" Diamondhead rambled in confusion wondering what he had ended up.

FLASH!

A large yellow spotlight then illuminated from above and shined over Diamondhead who looked around seeing nothing but pitch blackness.

"Okay... Where am I then?" Diamondhead questioned to himself before a voice blared out saying, "Presenting our newest challenger from planet Earth!"

FLASH!

The area around Diamondhead then illuminated up as the Petrosapien was blinded by a bright light.

"Challenger?!" Diamondhead muttered in awe as he then noticed his new surroundings.

The Petrosapien was in a massive arena where four large walls boxed the crystal alien in.

Looking upwards, Diamondhead spotted thousands of different alien species cheering loudly for Diamondhead with a massive tower in the centre of the arena with various glass windows showcasing the outside of the ship with the glass window covering the outside of the spaceship.

 _"A combat arena?! Is this like the arena in Jak 3?"_ Diamondhead thought in shock not noticing a metallic ball roll behind him.

Rumble... SCREECH!

Hearing the ball roll behind him, Diamondhead turned around and noticed the metallic ball slowly expand as it grew into a large combat robot.

WHIRRR! THUD!

Smoke poured out from the robot as it stood upright dominating over Diamondhead.

The robot had light orange skin and had a humanoid body with a glass dome covering the head of the robot with two large blades covering the arms of the robot.

Stepping back, Diamondhead advised the killer robot, "Hey... Easy now, no need to get violent okay?"

The robot ignored the pleading Petrosapien before it rose up to its metallic arms and swiped the swords together at Diamondhead.

WHOOSH! SLICE!

Narrowly jumping back from the sword attacks, Diamondhead then grabbed hold of the large swords which cracked into the Petrosapien's crystal hands.

CRACK!

"Urgh..." Diamondhead grunted in pain as the robot pushed the Petrosapien across the ground.

"Oh no, you don't!" Diamondhead mocked the robot as he began pushing the combat robot back.

Realizing what Diamondhead was up to, the combat robot stood upright and activated a pair of upper arms with thick sword blades connected to them and thrust the smaller blades down to Diamondhead above him.

WHOOSH! SLICE!

Once again, Diamondhead dodged the sword blades and avoided being sliced in half as the Petrosapien backflipped away from the combat robot and landed on the ground.

"Ah nuts, I'd better rethink my plan," Diamondhead muttered under his breath before he turned around and ran off from the combat robot which pursued Diamondhead.

Unbeknownst to Diamondhead, in another part of the arena, Kevin 11 was fighting a combat robot as well.

"HURGH!" Kevin 11 screamed as he used his Heatblast hand to fire a large fireball towards the combat robot.

WHOOSH! BLAST! BOOM!

The fireball exploded upon contact with the combat robot as it was slightly scorched and damaged.

Determined to win, Kevin 11 charged back into the brawl acting crazily.

Back with Diamondhead...

"Take this!" Diamondhead yelled loudly as he fired a series of diamond shards toward the combat robot from his hands.

BLAST! SLICE! CRASH!

The combat robot quickly blocked the diamond shards which were sent clattering onto the floor of the arena.

Seeing his opportunity, Diamondhead ran forward and quickly morphed his right arm into a diamond sword and ran past the right side of the combat robot.

Then, Diamondhead jumped upwards and sliced off the upper right sword arm of the combat robot.

WHOOSH! SLICE! THUD!

The robotic limb detached and collapsed onto the floor as Diamondhead then skidded onto the floor and quickly stood upwards before the sword crashed into his crystal hands.

WHOOSH! SLICE! CRASH!

The sword flew off Diamondhead's crystal arms as the diamond skin cracked slightly.

Glaring at the combat robot, Diamondhead declared, "Time to play can opener!"

Remorphing his right hand into a giant diamond sword and clutched it with his left hand.

Running towards the combat robot, Diamondhead swiftly avoided being sliced by the combat robot.

WHOOSH! SLICE! THUD!

Now behind the combat robot, Diamondhead raised his sword and sliced the legs of the robot in half shouting out, "HAH!"

SLICE! Creak... WHAM!

The robot slowly groaned before it tipped over and crashed onto the floor with the sparking legs having now detached from the robot.

Smoke and dust covered the area briefly as Diamondhead slowly morphed his crystal hands back to normal.

"HOORAY!" The crowd cheered the Petrosapien widely in response from the nearby stands.

Looking around in shock, Diamondhead couldn't help but wave back to the crowd smiling in response thinking, _"Wow, this feels nice and cool... I could get used to this."_

Little did Diamondhead know he was being watched live.

In another part of the spaceship...

In a pitch-black room with various red holo-screens, a robotic alien watched the results nearby.

The robotic alien wore a red robe and was floating above the ground, he had three fingers with a thumb on each humanoid hand along with his face being circular with four green eyes watching from the top.

This is Slix Vigma, the owner of the battlecruiser.

"This one has spirit and kindness..." Slix Vigma rasped slightly as he watched Diamondhead happily waving to the cheering crowds.

Back in the arena with Kevin 11...

"You want a piece of me?!" Kevin mocked the combat robot as the two grappled it out together supremacy on the arena floor.

Seeing his chance, Kevin 11 then punched the combat robot as it was sent skidding back slightly.

WHOOSH! CLANG!

Chuckling, Kevin 11 arrogantly boasted to the robot, "I eat pricks like you for breakfast!"

As Kevin 11's animalistic instincts took over, the alien hybrid then jumped up and landed on the combat robot's head.

WHOOSH! THUD!

Opening up his mouth, Kevin 11 then chomped down on the head of the robot hungrily.

CRUNCH!

The combat robot struggled to break free before Kevin 11 then chomped the head from the robot and jumped back landing on the arena ground.

WHOOSH! THUD!

Landing on the floor, Kevin 11 then noticed the combat robot slamming into the wall of the arena sparking heavily.

ZAP! SPARK!

Wanting to fight again, Kevin 11 then spat out the head in his shark-like mouth as it went clattering onto the floor.

SPIT! Thud!

"You want some more?! Fine, I'll give you more!" Kevin 11 shouted back to the headless combat robot which moved closer to him.

Using XLR8's speed, Kevin 11 then reappeared behind the robot.

WHOOSH! ZIP!

Then, Kevin 11 jumped upwards and grabbed onto the upper robot arm gripping onto it tightly before he ripped the arm off the headless combat robot.

CREAK! SNAP!

Landing on the ground, Kevin 11 then charged forward and like Diamondhead earlier sliced the combat robot in half.

WHOOSH! SLICE! CLANG! THUD!

The two parts of the combat robot landed on the ground separate from each other as Kevin 11 then grabbed hold of the legs of the combat robot and hurled them towards the torso yelling, "HA!"

WHOOSH! CRASH!

The two robot parts collided together as Kevin 11 finally threw the remaining sword piece towards the combat robot as it finally exploded.

WHOOSH! KA-BOOM!

"YEAH! HOORAY!" The arena crowd then cheered even louder for Kevin 11.

Stunned by all the attention he was getting, the alien hybrid chuckled and raised his upper arms in the air cheering loudly back in response.

Back in the monitoring room of the battlecruiser...

Watching Kevin 11, Slix Vigma muttered in awe, "Sadistic, cruel, merciless. True gladiator material." Slix Vigma concluded.

Back in the arena with Diamondhead...

The Petrosapien chuckled slightly as he held up the remaining torso of the combat robot up in the air his head.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Diamondhead's jumpsuit then began beeping as the Petrosapien murmured in annoyance, "Ah nuts..."

FLASH!

A bright red flash covered Diamondhead as the Petrosapien DNA template was reversed with him transforming back to Stan.

Once the red light faded, Stan groaned slightly before he shook his head and noticed the combat robot torso flying above him.

Quickly moving back, the combat robot torso landed on the arena ground as Stan was blinded by smoke and dust.

CRASH! THUD!

"AWWWW..." The alien crowd from the arena muttered in shock and awe realizing there was a Human in the spaceship.

Panicking, Stan then ran away from the combat robot yelling loudly, "Why does stuff like this happen to me?!"

Back in the monitoring room of the battlecruiser again...

Slix Vigma froze in shock before he studied Stan speaking in disbelief, "A Terran from Earth? Wait... Is that the Omnitrix on his right arm? This could be very interesting..."

THUNK! THUNK! THUNK!

Sprinting for his life, Stan continued running as fast as he could before he accidentally ended tripping over on his feet.

"Ugh!" Stan grunted in pain as he skidded onto the arena floor before he came to a halt near a discarded robotic blade.

Running on panic mode, Stan quickly grabbed hold of the robotic blade and aimed it upwards above his head as the robotic torso crash-landed onto the giant blade.

WHOOSH! CLANG! ZAP! SPARK!

Panting in shock, Stan then pushed the blade which was jammed into the robotic torso as the sparking remains of the robot crashed onto the floor.

"Man, I'm getting good at this," Stan muttered to himself as he stood up from the floor and began dusting himself down whilst the crowd cheered him on.

Back in the monitoring room of the battlecruiser a third time...

"Resourceful, and a crowd-pleaser with the Terran being the wielder of the Omnitrix..." Slix Vigma planned out before saying, "I'll make a handsome profit from these two."

Rumble... WHIRRR!

In the arena, Stan finished dusting himself off and noticed the arena walls dropping down.

Looking behind his back, Stan then noticed Kevin 11 spot him as the alien hybrid shook slightly and began stomping towards Stan.

THUD! THUD! THUD!

"You again?! Why don't you just buzz off?!" Stan angrily remarked to his rival who replied, "What is up with sending me to this freaky place?!"

Stan merely walked back quicker staring at his rival before stating, "I don't know you disgusting abomination. I have nothing to do with this!"

"If you didn't, then who the hell did?!" Kevin hissed back to Stan as he raised his diamond fist and prepared to crush him with it.

BZZT! ZAP! WHOOSH!

A red beam of energy then surrounded Stan and Kevin 11 as the two rivals were teleported off again into the spaceship.

A few moments later in another part of the battlecruiser...

BZZT! ZAP! WHOOSH!

Stan and Kevin 11 were then teleported into another room as the red light of energy vanished before they both looked around.

The pair of rivals were in a large open hanger of some kind with a pair of red samurai-like robots guarding the entrance to the room.

Shaking slightly, Stan then complained, "Okay... I do not that like that."

Whirrr...

Turning around, Stan then noticed one of the samurai-like robots hovered over to him carrying a large battle axe.

 _"What is it with everything trying to viciously kill me today?!"_ Stan briefly thought in his head as he entered a basic martial arts guard stance.

"GRRR..." Kevin 11 growled at the samurai robot that was cornering him even though he was twice the size of the robot.

The samurai robot near Stan then swung it's battle axe towards Stan's chest and pinned something on his shirt.

WHOOSH! PING! ZAP!

"URGH!" Stan grunted in pain as he was sent tumbling onto the floor as the samurai robot removed the battle-axe near Stan.

Looking near his upper left chest, a large electrical biode of some kind was pinned to his chest.

The same process was then repeated for Kevin 11 as he grunted in pain.

WHOOSH! PING! ZAP!

"Hey! Hands off!" Kevin 11 complained angrily to the samurai robot who ignored Kevin 11.

Angry, Kevin 11 then charged towards the samurai robot which activated a button on its holo gauntlet.

ZAP! SPARK! WHIRRR!

Electrical energy surged through Kevin 11 as the biode on his chest glowed red and sparked wildly.

"ARGHHH!" The alien hybrid grunted in pain as he slowly collapsed onto the floor.

CRASH!

ZAP! SPARK! WHIRRR!

Electrical energy then surged through Stan's body as the young Human gritted his teeth in pain before he collapsed onto the floor whimpering in pain, "Oww..."

The two samurai robots floated away from Stan and Kevin 11 leaving the two rivals on the ground injured and dazed.

Shaking his head, Stan then looked around before asking loudly, "Where are we anyway?"

"How should I know specks?" Kevin 11 mocked Stan who ignored him and looked upwards noticing something amazing.

Like in the arena, thick glass windows showcased the outside of space as Stan spotted a familiar blue planet.

Earth. The homeworld of Humanity.

Glowing in the stars, the lush blue planet was a welcome sight from the cold terrors of space as Stan looked at his homeworld in awe.

 _"Wow... Earth looks so pretty from this angle... Ah, what am I thinking? I'd best not get distracted."_ Stan briefly remarked on how beautiful Earth looked as Kevin 11 rolled his eyes in response sick of Stan's toxicity for happiness.

On the outside of the spaceship, the mega cruiser was just as big as Vilgax's ship, the Chimerian Hammer, if not slightly bigger.

Hundreds of red windows dotted the exterior of the spaceship with a captain's bridge present at the top with various spikes jutting out from the spaceship as it orbited the cold and quiet grey Moon which glowed white slightly.

"Sorry I asked..." Stan began before informing Kevin, "We've got to find a way off this spaceship and get back to Earth!"

"This is your home now." Someone spoke from behind the two rivals before finishing off with, "Escape is impossible."

Turning around, Stan and Kevin 11 spotted a variety of different humanoid alien species looking very gloomy and depressed.

Each alien captive was also wearing energy biodes as well with Stan noticing a few alien species he had never seen before.

A humanoid alien with light green skin and two bulbs for eyes then sadly explained, "We've all been taken from our native worlds and have been forced to fight for the entertainment of the Milky Way Galaxy."

Stan merely remained silent before Kevin 11 angrily snapped and charged towards Stan grabbing hold of him in his large hand.

WHOOSH! THUD!

"Ooof!" Stan grunted in pain as Kevin 11 pinned him to the wall with his Heatblast hand whilst he clenched his Diamondhead hand in a fist.

"This is all your fault! I should have offed you back in San Francisco!" Kevin 11 madly shouted towards Stan as slime and spit flew out of his mouth.

"How can this be my fault?! You're such a blockhead Kevin!" Stan shouted back in anger as his rage and hatred for Kevin began resurfacing again briefly.

Furious, Kevin 11 morphed his Diamondhead hand into a blade and aimed at Stan's neck ranting out, "I don't know! It just is!"

ZAP! SPARK! WHIRRR!

The electrical biode's on Stan and Kevin 11's bodies sparked again as Stan grunted in pain, "GAH!" whilst Kevin shrieked out loudly, "ARGH!"

The force of the energy shock also caused Kevin 11 to go tumbling back onto the ground whilst Stan landed on a nearby table.

WHOOSH! CRASH! THUD!

Slightly dazed, Stan shook his head before he noticed a nearby orange alarm blaring.

HONK! HONK!

The group of humanoid aliens slowly moved up from the corner with one of them hungrily muttering, "Mealtime."

The table that Stan was on was then pushed forward as the young Human turned around in confusion.

THUNK! WHIRRR!

A series of trays then landed on the table as up above purple sloop and goop slithered out onto the trays.

SPLAT! SPLOT! SPIT!

Noticing the purple goop on his tray, Stan froze in shock as the other aliens in the room including Kevin 11 sat down on the table.

"Urgh... This is so gross." Stan groaned in disgust as the nearby aliens began consuming the purple goop.

"You should eat before Technorg demands his offering." A nearby alien advised Stan who replied, "Yeah, my kind doesn't eat purple slop."

"Who's Technorg?" Kevin demanded the nearby alien wanting to know who Technorg was.

THUD! THUD! THUD!

The ground shook significantly as a large humanoid alien about the size of Kevin 11 then exited a corridor and entered the holding quarters.

Peering around the back of the alien's sat down, Stan and everyone else spotted Technorg emerge into the holding quarters.

Technorg was a large alien who had thick bright orange skin with his him having two bright yellow eyes with two spikes below his face.

Technorg was also wearing a pair of steel trousers near his knees that went up to his waist with Technorg not wearing any boots or shoes with his left arm being covered by a large bandage wrap.

The most interesting aspect of Technorg was that his right arm was encased in steel plating that covered his arm with a robotic mace covering his right hand where the orange flesh once was with steam hissing from his robotic pieces of armour.

Technorg was currently the reigning champion of the arena and was widely respected as a gladiator as a result.

THUD! THUD! THUD!

One by one each alien on the table then stepped off and kneeled onto the floor as one of them advised Stan, "The reigning champion, you would be wise to show respect Human."

Knowing that he had to survive for as long as possible, Stan got off the table and kneeled remaining quiet whilst Kevin 11 scowled at Technorg angrily.

THUD! THUD! THUD!

Arriving near the food table, Technorg then began eating the purple slope as the titanic alien devoured the purple goop whole.

SPLAT! SLOP!

Moving over to each tray, Technorg continued his offerings as Kevin 11 looked at Stan and Technorg grinning slightly.

Carefully leaning back, Kevin 11 used his XLR8 tail and slowly slithered up to Stan's food tray just as Technorg walked up to it.

WHOOSH! SPLAT!

The food tray impacted Technorg's face as Kevin 11 quickly retracted his Kincerlean tail.

Everyone froze in silence as the food tray slowly slithered off Technorg's goop covered face before it clattered onto the floor.

CLANG!

"Wow... Major disrespect from the brat... You going to take that from him?" Kevin 11 told Technorg as he pointed his Pyronite hand towards Stan who was sweating in fear.

"What?! No! Wait!" Stan protested his innocence before Technorg grabbed hold of him.

WHOOSH! GRAB!

Technorg then encased the young Human in his large organic fist as everyone else watched on in fear except for Kevin who smiled darkly.

Facing Technorg's angry face, Stan then explained to him, "Look, It wasn't my fault... I don't wanna..."

WHOOSH!

Smoke was then blasted in Stan's face as he coughed slightly before Technorg threw Stan across the food table.

"Ooof!" "Argh!" "Ow!" Stan grunted in pain as he slid across the food table and crashed into various food trays with purple slop on them before he fell off the table and laned on the ground.

WHOOSH! THUNK! CRASH! WHAM! KA-CRASH!

"Ha! Ha! Ha!" Kevin 11 chuckled loudly as he enjoyed Stan being humiliated whilst Technorg stomped past the alien hybrid.

"Urgh..." A battered and goop covered Stan groaned out as he slowly noticed his dirty and battered condition.

THUD! THUD! THUD!

Spotting Technorg approach him, Stan's patience and temper finally snapped as his anger took over.

Scowling, Stan stood upright and quickly brushed himself down of the purple goop as the Omnitrix finished recharging on his right arm.

BEEP!

Grinning, Stan glared at Technorg before angrily ranting, "Okay fine... Do you want to fight?! I'll give you one!"

Quickly activating the Omnitrix, Stan scrolled through the alien silhouettes before he tapped down the Four Arms icon and transformed.

FLASH!

A bright flash of green light covered Stan as he transformed into a large and bulky Tetramand.

Slowly the green light faded just as quick while Four Arms glared down at Technorg.

"So ever had a wrestling match with a Tetramand before? If not, I'll make it worth your while." Four Arms challenged Technorg who only grinned back in response stunned by Stan's transformation.

Charging forward, Four Arms then uppercutted Technorg's face as the giant alien was sent skidding back across the floor.

CRACK! SKID...

Cracking his knuckles, Four Arms glared at his latest foe and prepared to fight Technorg.

At the same time in the monitoring room of the battlecruiser...

"This Human is full of surprises..." Slix Vigma mused before he ordered his robotic security force, "Bring them to me."

BZZT! ZAP! WHOOSH!

In the holding room, thick red energy beams the surrounded Four Arms and Kevin 11 as the two rivals were transported to the monitoring room of the mega cruiser.

BZZT! ZAP! WHOOSH!

Almost instantly, Four Arms and Kevin 11 ended up in the monitoring room of the mega cruiser as two samurai robot bodyguards then knocked Four Arms and Kevin 11 onto the floor.

CRACK! SMACK!

Both large aliens crashed onto the ground as the samurai robots pinned them down with the battleaxe weapons they carried.

"Hey! Don't touch me!" Kevin 11 grunted in annoyance as Four Arms remained silent wanting to take out his fury on something as both rivals then spotted Slix Vigma.

"Who are you and what do you want with us?!" Four Arms ranted to Slix Vigma who was looked out of the window below to the arena.

"I am Slix Vigma, this is the mega cruiser. Everything on this ship belongs to me. Including you two." The robot alien informed Four Arms and Kevin 11.

Four Arms gritted his teeth in anger as Kevin 11 chuckled arrogantly and ranted out, "Heh... I don't belong to anyone slick, you robotic piece of crap."

The electrical biode on Kevin 11's chest then sparked violently as Slix Vigma remained silent in response.

ZAP! SPARK! WHIRRR!

"URGH!" Kevin 11 howled in pain as the hybrid alien slammed his fist onto the ground in anger and rage.

" _Jeez, that energy exposure to the Omnitrix has made Kevin more animalistic and feral in that hybrid form. Must be the various alien forms acting together..."_ Four Arms thought in his head as he carefully watched Kevin 11 slamming his fist into the ground.

No longer thinking, Four Arms listened as Silx Vigma then explained, "I speak. You listen. These eyes see everything on this ship and these hands control everything on this ship."

Floating towards Four Arms and Kevin 11, Slix Vigma then happily stated, "And I've decided that your relationship will make you two an entertaining team in the arena."

"TEAM?!" Four Arms and Kevin 11 shouted at the same time before they angrily glared at each other with both of the rivals growling slightly.

Behind the two rivals, the samurai robots carefully placed an energy clamp lock onto Four Arm's lower right leg and Kevin 11's lower left leg binding the two together.

ZAP! SPARK! CLAMP!

The energy clamp lock glowed blue with electrical energy sparking off the device as the samurai robots moved back.

"NO! I'm not going around tied to this piece of crap!" Kevin 11 snapped shouting at Four Arms in anger as the alien hybrid stepped off the floor.

"You took the words right out of my mouth you freakazoid!" Four Arms yelled back angrily ready to fight Kevin 11.

ZAP! SPARK! WHIRRR!

The electrical biode's on Four Arms and Kevin 11 then activated again sending electrical shocks between the two.

"ARGH!" Four Arms and Kevin 11 screamed in pain before they both collapsed onto the floor again together.

THUD! SLAM!

"Your fates are now linked. If one-off you should happen to expire, the shackle shall ensure the other does as well." Slix Vigma informed the two rivals of the trapped situation.

"Screw you asshole..." Four Arms whispered under his breath quietly as Slix Vigma stated, "Now then, your fight awaits."

BZZT! ZAP! WHOOSH!

A red transport beam then teleported the trapped alien rivals out of the monitoring room and into the arena.

At the same time in the arena...

BZZT! ZAP! WHOOSH!

Four Arms and Kevin 11 were teleported into the arena as the red flash of light subsequently vanished with the two rivals staring at each other before they looked up and noticed Technorg towering above them.

"There's only room for one champion here. Me!" Technorg shouted out to the rivals as smoke hissed out from his robotic arm.

"Oh man! Run!" Four Arms yelled out to Kevin 11 who merely turned and ran off in the opposite direction.

However as both Four Arms and Kevin 11 tried to flee from Technorg, the energy bindings on their legs trapped them as Technorg then bodyslammed and grabbed hold of them.

THUD! THUD! WHOOSH! CRASH!

Technorg pinned Four Arms and Kevin 11 onto the ground before he leapt over and slammed on the other side of the two as the alien crowd in the stands cheered wildly.

"HOORAY!" The spectator crowd cheered Technorg who smirked and raised his arms in response.

"Nice move dork." Kevin 11 mocked Four Arms who replied in annoyance, "Will you shut up? We're in this situation together whether you like it or not."

THUD!

"Huh?" Both rivals muttered at the same time as Technorg leaned down and grabbed hold of the energy binding on Four Arms and Kevin 11's legs.

GRAB! ZAP!

Grabbing hold of the energy binding, Technorg then began spinning Four Arms and Kevin 11 around at the same time slowly increasing his speed.

WHOOSH! WHOOSH!

Kevin 11 struggled to see properly as Four Arms groaned feeling sick due to being weak against dizziness.

"Not again..." Four Arms muttered in pain hoping not to throw up as Technorg then let go of the two rivals.

WHOOSH! CRASH! WHAM!

The two rivals then crashed into the wall of the spectator stands before Kevin 11 fell onto the ground as Four Arms landed on top of him with both rivals covered in dust and minor injuries.

"Oh... my leg..." Four Arms grumbled in pain as the Omnitrix symbol on his shoulder then began flashing red.

BEEP! BEEP! BEEP!

Noticing the Omnitrix symbol beeping, Kevin 11 then noticed Four Arms transforming back to Stan in a flash of red light.

FLASH!

The blinding red light briefly vanished just as quick as it appeared.

Annoyed, Kevin 11 then stood upwards as Stan tumbled onto the floor backwards with his glasses falling off onto the floor.

"Great! Now I'm stuck with a stupid piece of dead weight!" Kevin angrily remarked as Stan fumbled around and quickly grabbed hold of his brown glasses.

Wiping them briefly, Stan placed the glasses back on his head as Kevin then chuckled before muttering, "Well not for long..."

Finally being able to kill Stan, Kevin 11 grabbed hold of Stan with his Petrosapien hand and dragged Stan upwards.

"Kevin! Don't!" Stan warned Kevin 11 as the crazed alien hybrid opened his mouth and prepared to chomp on Stan's head and crush it.

Thankfully, Kevin 11's electrical biode activated shocking the alien hybrid.

ZAP! SPARK! WHIRRR!

"ARGHH!" Kevin 11 once again howled in pain before he collapsed onto the floor again as Stan landed on his back as well.

SLAM!

Shaking his head, Stan looked at Kevin 11 before reminding him, "Remember the whole your fates are now linked speech? It was only two minutes ago."

WHOOSH! THUD!

Looking upwards, both Stan and Kevin 11 spotted Technorg plunging towards the rivals as he aimed his robotic mace to the duo.

Panicking, Kevin 11 quickly dodged the mace just as it impacted the ground.

KA-BOOM!

The arena shook briefly as smoke and dust were sent flying in the air as Kevin 11 skidded onto the ground nearby.

"Guh..." Kevin 11 grunted as Stan then landed on his head and rolled onto the ground as well yelling, "ARGH!"

 _"This is one of the worst days of my life."_ Stan bluntly remarked thinking to himself as he slowly landed on the ground again.

Looking around, Kevin 11 then sprinted away from Technorg as the energy cable whipped past Stan before he was dragged across the ground by his foot.

"Why me?! AHH!" Stan shouted out in fear dropping another one of his catchphrases as Kevin 11 and Technorg chased after each other.

THUD! THUD! THUD! SKID! BUMP! BUMP! THUD! THUD! THUD!

As Kevin 11 sprinted away from Technorg, Stan was sent bumping on his back across the arena as Technorg chased after the two rivals before Kevin 11 finally stopped sprinting.

"Ooof!" "Ow!" "AH!" "Urgh!" Stan screamed in pain before he finally stopped bouncing on his back and came screeching to a halt.

Chuckling, Kevin 11 then mockingly said to Stan, "Aw...Gee. I'm sorry, did that hurt?"

"Say that one more time, and you'll get a black eye," Stan warned Kevin 11 who rolled his alien eyes in response.

Ignoring Stan, Kevin 11 glared at Technorg as Stan stood up and decided to take matters into his own hands.

Using his basic Human strength, Stan grabbed hold of the energy cable binding his leg and ran in front of Technorg holding onto before he threw the energy cable in Technorg's path.

"Have a nice fall!" Stan cockily shouted to Technorg as Stan quickly grabbed the energy chain and pulled on it grunting, "URGH!"

ZAP! TRIP! WHAM! CRASH!

Technorg ended up tripping over the energy cable as he toppled over and crushed Kevin 11.

"Hey! You did that on purpose!" Kevin 11 complained to Stan who replied, "Duh. It's payback."

"BOOO!" The crowd booed out to Technorg who slowly stood up and looked around in shock.

"Boos? No-one boos Technorg! Technorg is the champion!" The alien gladiator shouted out loudly raging in anger.

Noticing Technorg was distracted, Stan suggested to Kevin 11, "Let's get some distance between us and him while he's distracted."

Kevin 11, however, was having none of that and refused to move as Stan ended up struggling to walk.

"You're not the boss of me specks." Kevin 11 spoke to Stan who bluntly replied, "Hey I know we hate each other beyond all reason and comprehension, but we need to work together if we want to stay alive!"

"I don't understand half of what you just said, but I'm not working with you. You're useless." Kevin 11 ranted back to Stan before he turned around and faced Technorg.

"I can take care of this prick myself." Kevin 11 motivated himself as he opened his mouth and fired a large amount of Stinkfly goop towards Technorg.

SPIT! WHOOSH! SPLAT!

Green Stinkfly goop splat onto Technorg's back as Kevin then aimed his Petrosapien hand and fired a series of diamond shards that bounced off Technorg's back.

BLAST! SLICE! CRASH!

Technorg turned around and yelled at Kevin 11 loudly, "RARGHHH!"

Gritting his teeth, Kevin 11 continued firing Diamondhead shards as Technorg as the crystal shards shattered on Technorg's armour as he stomped towards the two rivals.

Sighing in annoyance, Stan then sarcastically spoke to Kevin 11, "You were saying?"

"Not listening!" Kevin 11 angrily ranted to Stan as he activated his Pyronite hand and aimed it towards Technorg.

WHOOSH! BLAM! CRASH!

The Heatbeam the Kevin 11 gave off ended up colliding with some nearby Stinkfly goop on the floor before it blew up due to the high-density combination of the reaction.

Freezing in shock having noticed Kevin 11's attack, Stan then smiled happily before he yelled out loudly, "Eureka! That's it!"

"What's it?" Kevin 11 asked Stan who explained back, "Mix Stinkfly's goop with Heatblast's fireball!"

"What for?" Kevin 11 asked Stan again, still not understanding Stan's idea who yelled back in frustration, "Just do it or else we're screwed!"

Seeing no choice, Kevin 11 reluctantly opened his mouth again and fired out some Stinkfly goop towards Technorg as he also fired a large heat beam from his Pyronite hand.

SPIT! WHOOSH! SPLAT! BLAM! KA-BOOM!

The Stinkfly goop landed on Technorg before the fire generated from the heatbeam exploded on contact.

The force of the explosion generated sent Technorg flying back across the arena until he skidded to a halt injured as smoke rose off him.

"HOORAY!" The crowd roared in approval as Kevin 11 smiled boasting, "Cool!"

"If you use your powers in combinations, you can make up for not having the full power abilities my aliens normally have." Stan fully explained to Kevin 11.

"Damn... You're not as useless as I first thought." Kevin 11 spoke back to Stan showcasing some kind of respect for his rival.

Smiling confidently, Stan carefully climbed up on Kevin 11's back suggesting to him, "Okay... Take XLR8's speed and Diamondhead's invulnerability and Four Arms strength, you'd get..."

"One mean punch!" Kevin 11 confidently spoke to Stan who grinned back darkly before whispering, "This is going to awesome..."

As Technorg slowly struggled to get up, Stan clutched onto Kevin 11's back as the alien hybrid used XLR8's speed to sprint towards Technorg.

WHOOSH! ZIP!

Enraged, Technorg charged towards Kevin 11 in response only for Kevin 11 to ram into Technorg as he slammed his Petrosapien fist into Technorg's face.

CLONG! WHACK! SCREECH!

Kevin 11 skidded across the ground as did Technorg only for his cybernetics to fail with his robotic mace plunging onto the ground.

CRASH!

"Excellent work Kevin! Now deal the finishing blow!" Stan praised Kevin 11 for his attack wanting to beat Technorg and win the match.

Nodding back, Kevin 11 once again used XLR8's speed and ran towards Technorg and repeated the same process.

WHOOSH! ZIP! CLONG! WHACK! CRASH!

Spit flew out of Technorg's mouth as the giant alien crashed onto the ground knocked out and defeated.

"YEAH! HOORAY!" The spectator's in the stands cheering on for Kevin 11 and Stan.

"Presenting our new champion!" The announcer informed loudly across the crowd as Kevin 11 raised his arms yelling out loudly, "Oh yeah, that's right! Who's bad?!"

"I have to admit, you were pretty awesome back there," Stan admitted to Kevin 11 having a small bit of respect for his rival.

"Hmm... Thanks, I guess." Kevin 11 replied to Stan who spoke out, "You know if you weren't so rotten to the core, you'd make for a good teammate."

"Pffft, yeah right. This is only temporary." Kevin 11 said to Stan refusing to work with him full time.

BZZT! WHOOSH!

A hologram of Silx Vigma then appeared in front of the two rival as Silx Vigma ordered Kevin 11, "Now finish him off!"

Kevin 11 smirked darkly as his bloodthirsty instincts took over as he stated happily, "Gladly!"

Not wasting any time, Stan slid off Kevin 11's back before he sighed thinking, " _Ah well, I guess this is how Sonic felt when he was working with Shadow in Sonic Adventure 2 briefly."_

THUD! THUD! THUD!

Shaking his head, Stan spotted Kevin 11 preparing to finish off Technorg.

Taking action, Stan once again grabbed hold of the energy cable and tugged on it grunting slightly.

ZAP! Pull...

Remembering Stan, Kevin 11 turned around and remarked, "That's it. It's going time. Again!"

Grabbing hold of the energy cable near his leg, Kevin 11 then dragged Stan onto the floor yet again.

"Ooof!" Stan grumbled slightly as he shook himself now used to being flung around the floor.

Looking up, Kevin 11 once and prepared to wipe out his rival only for the electrical biode's to reactivate on both of them.

ZAP! SPARK! WHIRRR!

"Urgh!" Kevin 11 grunted becoming used to the electrical shocks as Stan gritted his teeth in pain crying out slightly before he calmed down.

Whirr...

A pair of samurai robots then arrived in the arena and grabbed hold of Stan and Kevin 11 before a holoscreen activated on the bridge above the arena with Silx Vigma appearing on them.

"Mercy? What a novel concept." Slix Vigma mused before muttering, "Prepare for a galactic hyperjump. I need to recruit some new blood worthy of our champions."

Ten minutes later back in the holding chamber...

Creak...

The wooden doors in the chamber creaked open as Stan and Kevin 11 walked back into the chamber with the samurai robots guarding the exit.

Instantly the other alien warriors in the room then kneeled as Kevin 11 and Stan walked past.

"Nice to finally get a little respect around here." Kevin 11 commented on the situation as Stan merely stayed quiet in response.

"Technorg?!" Stan mumbled in shock as Kevin 11 stood in a defensive position.

"Thanks for letting him live, dumbass." Kevin 11 bullied Stan as usual who warned Kevin, "Once again, I will give you a black eye if you continue to mock me."

Ignoring Kevin 11, Stan watched as Technorg walked forward carrying a tray of purple slop before he kneeled and handed it to the two rivals.

"You bested the bested, then spared my life. Now you are my master." Technorg spoke to Stan who couldn't help but grin slightly thinking about how he could use Technorg to beat the crap out of Kevin 11 when the time came.

SPLAT! CRUNCH! SLOP!

Kevin 11 then grabbed hold of the purple slop lying, "Actually, it was all my idea."

The alien hybrid then swallowed the purple slop of food as Stan shuddered in disgust mumbling, "Ew so gross..."

Getting distracted, Stan turned to Technorg and began honestly explaining, "I don't want to be your master. I just want to get back to planet Earth."

Looking behind his back briefly, Technorg then whispered to Stan, "Even if you could free your collar and escape, the ship will soon be travelling to a new galaxy."

"There's always a way to break out of places like this." Stan hopefully reminded Technorg before he questioned, "There must be some way to get to the guard's collar controls."

"We have all tried, none of us is powerful enough to overtake them." Technorg sadly informed Stan.

Grinning, Stan then suggested to Technorg before asking him, "Maybe not alone. Have you ever heard of the Earth expression, United we stand?"

Twenty mins later...

The holding centre was quiet as Stan sat against the wall near the door which the samurai robots were guarding.

Peering up his head, Stan noticed that the Omnitrix had finished recharging as he then winked at Technorg who was sat on the meal table.

Looking back, Technorg turned his head away from Stan and tapped a humanoid aquatic alien who had a fishbowl on his head connected to his armour.

Understanding what was about to happen, the fish alien then tapped Kevin 11's back with his tail.

Smirking darkly, Kevin 11 then yelled out loudly, "ARGH! I CAN'T TAKE IT ANYMORE!"

And then all hell broke loose.

"I GOT TO GET OFF THIS SHIP NOW!" The crazed alien hybrid yelled before he aimed his Pyronite hand and fired a heatbeam.

WHOOSH! BLAM! CRASH!

The heatbeam crashed into a nearby wall as Technorg quickly shouted out, "Stop him! He's out of control!"

Each alien in the holding room then jumped onto Kevin 11 whilst Stan activated the Omnitrix and transformed.

THUD! WHOOSH! BEEP! THUD! FLASH!

As the green light flashed in the corner briefly, the aliens continued to struggle to fight until one of the samurai robots moved forward and activated his control gauntlet.

Flick!

Instantly all the electrical biode's on the various aliens kidnapped began sparking at the same time.

ZAP! SPARK! WHIRRR!

Due to the stress overload off all the electrical biode's activating at once, the resulting shockwave sent most of the aliens flying off Kevin 11 and Technorg.

WHOOSH! CRASH! THUD! WHAM!

A humanoid alien who had blue skin shook his head briefly before his hand touched the electrical biode on his left chest.

ZAP! SPARK! FLICK!

The electrical biode sparked before the device detached and landed on the floor broken as the process repeated on the trapped aliens in the room.

ZAP! SPARK! FLICK! ZAP! SPARK! FLICK!

"The shock collars... They're disabled!" The green alien with the bulb-like eyes muttered in shock.

Whirrr...

A samurai robot then floated over behind the green alien as Grey Matter emerged from a side compartment of the robot holding a sparking wire.

"All it takes is a short circuit and a little Grey Matter." The young Galvan happily stated as Kevin 11 and Technorg stood up.

"Ah get over yourself short stuff. A monkey could have done what you did." Kevin 11 remarked back to Grey Matter who asked Kevin 11, "Then why didn't you?"

Kevin 11 merely glared at Grey Matter in annoyance before he grunted out, "Hmph!"

CRASH! WHAM!

Technorg's steel mace slammed into the face of a samurai robot as the former champion declared, "FREEDOM!"

Another samurai robot tried to attack Technorg from behind only for hanging upside down alien to swoop down and grab hold of the samurai robot's head.

WHOOSH! GRAB! BLAM!

As most of the alien captives began leaving the holding room, Kevin 11 continued to take out his anger and frustration on an inactive samurai robot.

SLAM! CRASH! WHAM! CRACK!

Using the samurai robot, Grey Matter informed Kevin 11, "Come on! We're going home."

"Tch. Just when I'm starting to have some fun." The alien hybrid responded to his Galvan counterpart.

Leaving the destroyed samurai robots in the holding room, Kevin 11 and Grey Matter walked down the corridor to the monitoring chamber.

Five mins later...

Creak...

Kevin 11 used his large arms to open the door to the monitoring chamber as the alien hybrid peeked inside the tower and noticed that it was empty.

"It's clear." Kevin 11 informed Grey Matter as the Galvan controlled the samurai robot to move near him.

WHOOSH! THWIP!

Landing on the right shoulder of the samurai robot, Grey Matter studied the empty monitoring room before muttering, "The controls to the emergency escape pods should be here somewhere."

Grey Matter then leapt off the samurai robot and onto the floor as the robot collapsed face first.

WHOOSH! THWIP! CRASH!

Walking forward, the two rivals observed the monitoring room as Grey Matter scanned the room before informing Kevin 11, "That Silx creeps said that he controls everything on this ship from here."

"So where the hell is he?" Kevin 11 asked loudly as Grey Matter scratched his head before the holoscreens in the room activated.

Flick! Flick! Whirrr...

An annoyed Slix Vigma glared at the two rivals before explaining, "Actually, that's not quite accurate. What I said was that these hands control everything on this ship. Including them."

Whirr... Whirr...

At least six samurai robots appeared in the monitoring chamber and surrounded Grey Matter and Kevin 11 as Slix Vigma continued, "And unlike you, they have no problem in finishing off their opponents."

Kevin 11 and Grey Matter merely looked at the samurai robots standing their ground as Slix Vigma sighed before speaking, "I told you. These eyes see everything. And so will everybody else. But your demise will not be the opening act. Their's will."

Silx Vigma was then found to be outside the control tower in the arena as the robot standing on a hovering platform with the alien escapes trapped in the arena below.

Rumble... Whirrr...

The edge of the arena then descended as Technorg was pushed to the edge of the arena.

Down below dozens of a small predator like aliens growled hungrily as Technorg steeped back in shock briefly.

Determined to escape and get back to Earth, Grey Matter angrily remarked, "If we're going down..."

"We're going down fighting..." Kevin 11 finished Grey Matter's sentence as the two rivals then charged towards the samurai robots surrounding them.

THUD! WHOOSH! THUD! THWIP! THUD!

One of the samurai robots aimed their battle axe at Kevin 11 as an orange laser beam flew out from it.

BZZTT! WHOOSH! BLAM!

Kevin 11 dodged the laser beam just as Grey Matter jumped onto the alien hybrid's back.

CRASH! WHAM!

Kevin 11 then used his Petrosapien fist to slam into the samurai robot which crashed onto the floor.

As the other robots began attacking, Kevin 11 dodged another one and began brawling smartly with the other robots.

WHOOSH! CRASH! WHAM! SMACK!

A pair of samurai robots crashed on top of each other as Kevin 11 then spotted more emerging from behind them as they began firing with their laser beams.

BZZTT! WHOOSH! BLAM!

Acting quickly, Kevin 11 then hurled Grey Matter towards the samurai robots.

WHOOSH! THWIP!

Using his suction cups, Grey Matter landed on the robot and carefully crawled inside the robotic shell of the samurai robot.

ZAP! SPARK! WHIRRR!

The samurai robot sparked briefly before it turned around and attacked its fellow robotic partners.

CRASH! BOOM! WHACK!

The doors of the monitoring room were blasted open as the samurai robot exited the room before it sparked with electricity zapping off it.

ZAP! SPARK! Creak... WHAM!

Climbing out of the battered robot, Grey Matter spotted Kevin 11 with the Galvan once again praising Kevin 11, "Nice teamwork Kevin."

Denying his teamwork, Kevin 11 said, "If you try to hug me, I'll slug you."

BEEP! BEEP! BEEP!

The Omnitrix symbol on Grey Matter's back then beeped red numerous times before Grey Matter reverted to Stan.

FLASH!

Covering his arms from the bright red light, Kevin 11 watched as the red light faded whilst Stan briefly stood there feeling tired before he shook his head.

"Why do you always shake your head like an animal once you revert?" Kevin 11 inquired to Stan who explained back, "It's just a habitat I do when I change back oddly."

CRASH! THUD!

Two more samurai robots then appeared from a nearby corridor and began chasing after the two rivals.

Quickly reacting, Stan carefully jumped onto Kevin 11's back as the alien hybrid sprinted down the corridor not bothering to say anything.

THUD! THUD! THUD!

Emerging onto the balcony of the spaceship, Kevin 11 and Stan noticed that they were at the very top of the arena.

ZAP! CRASH!

In the arena below, Technorg broke free of his energy bindings and turned around only for two samurai robots to push Technorg back to the edge of the arena where the hungry alien animals were waiting to devour him.

"YEAH!" The alien crowd in the spectator stands cheered loudly as Technorg slowly lost his grip and dangled above the edge of the arena.

Creak...

Looking downwards from the hovering platform, Silx Vigma was enjoying the carnage when he noticed a shadow drop over him.

Confused, the robot looked up and noticed Kevin 11 plunging as Stan sarcastically stated, "Hello there!"

WHOOSH! CRASH!

Kevin 11 slammed into Silx Vigma and grabbed hold of the robot whilst Stan held onto the energy chain binding them.

"What do you think of this?! Kevin 11 mockingly asked the robot as Stan advised him, "Hey ease up! We still need him to release the escape pods."

Turning around to Stan, Kevin 11 darkly rasped to him, "I am done listening to you specks."

Taking out his rage on Silx Vigma, Kevin 11 then threw the robot towards the ground of the arena.

WHOOSH! SMASH! SKID!

Silx Vigma floated down and skidded across the ground briefly whilst the crowd continued to cheer on.

"No... This is not part of the show... I command you to... Stop it... stop it..." Silx Vigma spoke out in shock before he stopped slowed down no longer talking and began sparking slightly.

ZAP! SPARK! FLASH!

As Silx Vigma kneeled on the floor, the various samurai robots then deactivated and crashed onto the arena floor as well.

WHAM! CRASH! THUD! CRACK!

"Wait a minute... Of course!" Stan spoke in shock having remembered what Silx Vigma told him and Kevin 11 earlier.

WHOOSH! THUD! WHACK!

Kevin 11 then leapt off the floating platform and landed on the arena floor below as Stan then slammed face-first on the floor near Kevin 11.

"Ow..." Stan groaned in pain as he removed his face from the floor and coughed slightly before he noticed Kevin 11 stomping over to Silx Vigma.

"Kevin, wait!" Stan warned the alien hybrid who ignored Stan and lifted Silx Vigma above his head.

Seeing no choice, Stan looked at the Omnitrix and discovered that the alien watch had recharged.

Knowing what alien to use, Stan activated the watch and scrolled through the silhouettes before he tapped down the core and transformed into Upgrade.

BEEP! FLASH!

SPLAT! WHRRR! Slither...

Confused, Kevin 11 looked upwards and noticed that Upgrade had merged with Silx Vigma's robotic body.

"What?!" Kevin 11 muttered in shock as he let go of the Upgrade merged robot as Upgrade stated to him, "I said wait!"

"How did you?" Kevin 11 began as Upgrade dropped Silx Vigma's red robe onto the floor explaining, "This guy doesn't just operate the control panel. He is the control console! And now I control everything on this ship!"

THUNK!

The energy binding that connected Stan to Kevin 11 then clattered onto the floor as Upgrade controlled Silx Vigma's robotic body which had four arms and a floating body with the Omnitrix symbol on the robot's chest.

"Well goodie for you, so long as I'm not tied up to your ugly ass anymore." Kevin 11 remarked angrily as he ripped the energy binding off his leg and tossed it onto the floor.

THUNK! THUD! THUD!

Kevin 11 then stomped off away from Upgrade as the Galvanic Mechamorph briefly thought, _"I wonder where I should send Kevin? Hmm, maybe Pluto or Mars..."_

No longer thinking, Upgrade then noticed Technorg as he finally let go of the platform and began falling.

Creak... SNAP! WHOOSH!

Plummeting down, Technorg then landed on a floating platform that zipped by and caught the former alien gladiator.

ZIP! THUD! WHOOSH!

The floating platform hovered over the arena with Upgrade and Technorg on it before a computer voice blared out, "Initiating hyperjump galactic launch."

"What?! I didn't do that! And I can't override the system!" Upgrade called out in shock as his robotic hands typed on the keyboard.

SPLAT! WHRRR!

The hands stopped moving as Upgrade's skin peeled off it revealing Silx Vigma's normal hands underneath as Upgrade realized, _"He's trying to regain control!"_

The robotic hand then grabbed the face of Upgrade and began peeling the digital exterior off as Silx Vigma remarked, "You don't have as much control over me as you thought..."

SMACK! CLANG!

Silx Vilgma was then punched in the face by Technorg as Upgrade briefly regained control and shook his head.

"Thanks, Technorg." Upgrade informed his new friend as Technorg replied, "You're welcome."

Regaining control of the hovering platform, the platform floated down near the rest off the arena escapees.

WHOOSH! THUD!

Technorg then jumped off the hovering platform and landed on the ground as Technorg advised the Galvanic Mechamorph, "We must get to the escape pods before we blast off to the next galaxy."

"Don't worry, You're all going back to your home planets," Upgrade promised Technorg as the robot tapped a button on the holo console.

Flick!

BZZT! ZAP! WHOOSH!

Red transport beams covered all of the alien escapees including Upgrade as they were all transported out of the arena.

In the escape pod holding room...

THUNK! CRASH! WHAM!

"Urgh!" Kevin 11 grunted as he continued punching open a door trying to break in.

BZZT! ZAP! WHOOSH!

The group of six escapees then teleported into the room as the red transport light faded for the final time.

Turning around Kevin 11 noticed Upgrade who cockily replied, "Need a hand? Or six?"

Slowly four cables extended from Upgrade's robotic body and moved to a nearby plug console.

Flick! Whirr...

Overriding the system, the escape pod doors all around the room began opening as Kevin 11 smirked slightly.

Retracting the electrical cables, Upgrade then spoke to the group happily, "All of you get in the escape pods and return to your home planets. You are all now free for good."

"Thank you, Omnitrix wielder." One of the aliens responded to Upgrade as the escaped aliens all began running to the escape pods.

THUD! Whirrr... THUD! Whirr... THUD! Whirr... THUD! Whirr...

As each alien entered an escape pod, Technorg stopped before he turned around and looked at Upgrade.

WHOOSH! WHOOSH! WHOOSH!

On the outside of the spaceship, five escape pods jettisoned off from the vessel and blasted off into outer space heading to different habitable planets within the Milky Way Galaxy.

"Hey, you get moving." Upgrade informed Technorg who replied, "No! My life belongs to you."

"And I'm giving it back." Upgrade bluntly said to Technorg before he shoved Technorg into the escape pod with his robotic hands.

WHOOSH! THUD!

Technorg landed on his back as Upgrade then stated, "Go! Now!"

THUD! Whirrr...

The escape pod door then closed and sealed itself as Technorg was trapped inside the escape pod.

Turning around in relief, Upgrade sighed before muttering, "Finally... Now I can get back home."

BEEP! BEEP! BEEP!

The Omnitrix symbol on Upgrade began flashing red as the Galvanic Mechamorph quickly morphed off the robot back to his normal humanoid form.

SPLAT! WHRRR! Slither... FLASH!

A bright red light covered Upgrade briefly as he transformed back into a woozy and tired Stan who quickly shook his head and spotted Silx Vigma staring at him in calm rage.

"Figures... I've used the Omnitrix so many times today." Stan murmured in annoyance before he felt two robotic hands grab him by his shirt.

GRAB! WHIRRR!

Grabbing hold of Stan, Silx Vigma calmly ranted to him, "You little Terran meatbag! Nobody controls Silx Vigma! Nobody!"

Before Stan could reply, a diamond blade then sliced Silx Vigma's chest.

SLICE! CRASH! ZAP! SPARK!

Silx Vigma dropped Stan onto the floor as Kevin 11 pulled the robot back and glared at Stan.

"Kevin? You saved my life?!" Stan muttered in shock not knowing what would happen.

"Sure... Why do you think I wasted all my time helping these other losers?" Kevin 11 asked Stan as he tossed Silx Vigma onto the side of the arena floor.

WHAM! THUD!

Remembering the tension Kevin and Stan had, Stan gulped and walked back nervously saying, "Hey... We worked well together and maybe we should go our separate ways?"

Chuckling darkly, Kevin 11 then said, "I don't think so. I just wanted the pleasure of finally killing you myself so I never have to deal with you again."

"Oh crap!" Stan screamed as he turned around and ran to the escape pods worried and frightened.

Enjoying Stan breaking down, Kevin 11 smirked and closed his mouth before he fired a massive Stinkfly goop ball towards Stan.

SPIT! WHOOSH! SPLAT!

The massive green glob of goop crashed into Stan as he ended up being pinned to the wall right near an open escape pod.

CLANG! WHACK!

"ARGH!" Stan grunted in pain as he felt his back aching slightly having now been pinned down by the goop.

Smirking, Kevin 11 then mocked Stan by saying, "You're lapdog Technorg isn't here to help you this time! Neither is that crappy family you associate yourself with!"

Acting on instinct, Stan then pulled his right arm out of the Stinkfly goop with his left hand.

SPLAT!

Frantically trying to survive, Stan tried to get the Omnitrix to work panicking, "Come on... Come on..."

"Oh and thanks for the tip on combing my powers!" Kevin 11 mocked Stan again as he morphed his Diamondhead hand into a giant diamond blade.

Ignoring Kevin 11, Stan frantically pleaded, "Please work! Just this once!"

Beep... Beep...

The Omnitrix merely glowed red as the watch was slowly recharging due to being used multiple times throughout the long and brutal day.

THUD!

Looking up, Stan noticed Kevin 11 moving closer as the alien hybrid ranted out, "Don't try and dial in another alien. I know all your powers inside and out!"

Terrified beyond all reason and comprehension, Stan couldn't take it anymore and began feeling depressed as his sadness overwhelmed him not knowing if he would see his loved ones one last time.

Tears welled up in Stan's blue eyes as he begged Kevin 11, "Please don't do this! I'm sorry for mutating you into that monster!"

Kevin 11 froze slightly as he watched tears flow out of Stan's blue eyes and drip onto his cheeks as Stan hoped that his apology would prevent Kevin 11 from ending his life.

"You're sorry? After everything you've done to me now?!" Kevin 11 ranted in shock as Stan nodded back hoping Kevin 11 would let him go.

But it didn't and it just made the situation worse.

Moving his face close to Stan, Kevin 11 yelled out loudly, "YOU HAVE NO IDEA WHAT YOU'VE DONE TO ME! YOU RUINED MY LIFE BACK IN NEW YORK AND YOU CHANGED ME INTO THIS DAMN FREAK! WHAT ABOUT ALL THE OTHER TIMES YOU SCREWED UP MY LIFE HUH?! WHAT ABOUT THAT BRAT BENJI?!"

Stan merely froze in shock before he whimpered out, "I... I..."

"Forget it." Kevin 11 spoke having calmed down after his rage before he continued, "I'm just getting started. Do you remember what you told me back on the Golden Gate Bridge?"

"That you weren't even Human? Yeah.." Stan sniffed back as tears continued leaking out of his blue eyes.

"And you said that you were doing this world a favour by ending your existence? I think it's time I repaid the favour." Kevin 11 muttered back to Stan as he aimed his diamond sword at Stan's neck.

The diamond blade briefly touched Stan's neck as Kevin 11 sadistically grinned before saying, "I broke you. I made you cry like the baby you are. I've won. And now, I'm going to get my revenge on you once and for all. And this time nobody can save you."

Grinning ferally, Kevin 11 then moved the diamond blade away from Stan's neck before he grunted out, "Now die!"

Time seemed to slow down for Stan as he closed his blue eyes in fear as his tears dripped onto the floor.

 _"I'm sorry... This is all my fault, Goodbye Mom..."_ Stan sadly thought in his head as he prepared himself for the end of his life.

However, the Omnitrix began glowing green as it finished recharging.

Beep...

"HM!" Stan grunted slightly as the Omnitrix began sparking slightly with green bolts of energy sparking around Stan's body.

Confused, Kevin 11 stepped back in shock before he cursed, "What the?!"

Slowly Stan's body stopped moving before he reopened his eyes.

Instead of the bright blue they were, they had transformed into the bright green colour with no visible iris.

Stan had once again changed into this bizarre form where the Omnitrix DNA had merged with his Human body for a limited period of time.

Except that this time it was stronger as more sparks of green energy zapped out from the Omnitrix.

Stunned, Kevin 11 slowly backed from Stan who's lifeless gaze creeped him out.

Looking at his body, Stan noticed that the Stinkfly goop was escaping him as the green sparks around his body intensified.

SPLAT! ZAP! SPARK!

The Stinkfly goop exploded and splatted all over the floor as Stan's body landed on the ground and glared at Kevin.

"What the hell happened to you?!" Kevin 11 ranted out to Stan who glared at him and stayed quiet in response.

Instead, Stan looked over his glowing body with the green sparks around him before he realized something.

He wasn't strong enough to use this form.

Yet.

Knowing what he had to do, Stan looked down at the Omnitrix and activated the glowing device with his left hand still staying silent.

BEEP!

The Omnitrix's core popped up as a brand new alien silhouette slowly appeared on the selection icon.

It was a shadow of a large humanoid Sasquatch silhouette.

Satisfied with the unknown alien choice, Stan's left hand tapped down the glowing green core.

A massive green light covered Stan as he began transforming into his twelfth alien.

In Stan's mind, Stan felt his body becoming larger and more fur-like as the knowledge of how to use electrical energy sparked through his mind.

FLASH!

The Omnitrix swelled into Stan's right arm as thick yellow and black fur slowly grew up and covered his right arm before it spread to the rest of his body.

As Stan's body grew in size, his trousers and shoes were covered up by the yellow fur as his feet morphed into black furry feet with three large bare toes on each foot.

THUD!

As his feet landed on the floor, Stan's face was then covered up by the fur as he finished growing in size with his Human features now gone.

Then his chest expanded slightly and grew some muscle mass like Four Arms before it was covered by yellow fur as the alien clutched his right hand which like his feet was bare and surrounded by black fur with three large bare fingers on his hands.

ZAP! SPARK!

Yellow sparks of electricity briefly sparked from the alien's body as he clutched his hands into fists with two thick metallic grey bolts appearing near his hands.

Finally, three lighting bolt-shaped horns grew out from the alien's head along with two more grey bolts near his face as thick bright yellow eyes appeared with black pupils in them.

The last change was that the alien had gained a white belt with brown stripes located on either side off the belt as the Omnitrix symbol morphed on it near his legs and torso.

Now fully transformed the alien stared at the camera before he grinned and cracked his fists together as yellow electrical energy sparked off his fingers.

FLASH!

As the blinding green light faded away, Kevin 11 froze in shock when he noticed the new alien appear where Stan once was.

Speechless, Kevin 11 stepped back as the new alien looked over his body before he stared at Kevin 11 and spoke with a brief electrical sound was heard when he spoke.

"So eh, you were saying you knew about all my powers?" The alien spoke having a thick Canadian accent oddly enough.

"Who the hell are you?! Stan never mentioned anything about this!" Kevin 11 raged towards the new electrical alien as the crazed alien hybrid gritted his teeth in anger.

Chuckling slightly, the new alien clutched his fists together as yellow sparks of electricity zapped off him.

ZAP! SPARK!

"You got a new form as well. So it's only fitting that I did as well eh. As for my name... You can call me..."

Gripping his hands together, the alien placed his head back and shouted out loudly, "Shocksquatch!"

Stan had become a Gimlinopitchecus known as Shocksquatch.

ZAP! SPARK! FLASH!

Yellow bolts of electrical energy surrounded Shocksquatch as the Gimlinopitchecus unleashed all the electrical energy he had in his body for the first time.

Annoyed, Kevin 11 glared at Shocksquatch before madly ranting out, "You may have changed again! But you're still no match for me! RARGHH!"

Aiming his Pyronite hand towards Shocksquatch, Kevin 11 unleashed a massive fireball.

WHOOSH! BLAM!

The huge fireball raced towards Shocksquatch as the Gimlinopitchecus chuckled and raised his right hand to block the fireball.

BOOM! ZAP! SPARK!

Knowing that Kevin 11's powers were weak, Shocksquatch grunted as he used his electrical powers to block the fireball with his right hand.

Clutching onto the fireball, Shocksquatch then used his energy powers to implode the weak fireball.

KA-BLAM! Rumble...

The fireball was reduced to molten dust as Kevin 11 froze in shock before he growled, "GRRRR..."

Smiling, Shocksquatch faced Kevin 11 and entered a guard stance before stating, "Okay... What do you say we wrap this up eh?"

"ROAR!" Kevin 11 madly replied as he charged towards a smirking Shocksquatch who yelled back, "Bring it on!"

And so the final battle between Kevin and Stan began in their newest alien forms.

As Kevin 11 charged towards him, Shocksquatch grinned as he placed his hands together and unleashed a massive beam of electrical energy grunting out, "HAH!"

ZAP! SPARK! WHOOSH!

The electrical beam flew towards Kevin 11 and shocked the massive hybrid alien as Shocksquatch moved his hands to his side.

SPARK! ZAP!

"ARGH!" Kevin 11 howled in pain as the electrical beam zapped his body shaking him slightly.

Stunned, Kevin 11 shook his head and noticed Shocksquatch call out, "Take this!"

CRACK! WHAM!

A yellow fist then slammed into Kevin 11's face as the alien hybrid noticed Shocksquatch grinning slightly.

Or more specifically, Shocksquatch had hurled the punch towards Kevin 11's Galvan eye.

SQUELCH!

"ARRGGGHH!" Kevin 11 howled in pain now blinded in one eye from the punch as he stepped back howling and screaming in pain ferally.

Stepping back, Shocksquatch then mocked Kevin 11 saying, "I told you. You'd get a black eye from me eh?"

"YOU LITTLE SHIT!" Kevin 11 ranted in hatred and rage blinded by his fury.

Smirking, Shocksquatch then charged forward and began punching Kevin 11 in strategic areas.

"This is for Max!" Shocksquatch yelled as he slammed Kevin 11's Petrosapien arm breaking the crystal slightly.

"GAH!" Kevin 11 howled in pain as he struggled to fight back throwing his fist blindly towards Shocksquatch who walked around his back.

SMASH! CRASH!

"This is for Gwen!" Shocksquatch ranted next as he slammed his foot on Kevin 11's XLR8 tail.

WHAM! THUD!

Kevin 11 didn't roar as he continued fighting blindly whilst Shocksquatch then drew electrical energy around his right hand and yelled out, "And this is for Ben!"

SLAM! SMACK!

"GAH!" Kevin 11 howled in pain as Shocksquatch slammed his electrical charged right fist into Kevin 11's gut.

WHOOSH! CRASH! WHAM!

The impact caused by the electrically charged fist sent Kevin 11 flying into the nearby wall as the hybrid alien was finally beaten by Shocksquatch.

"And stay down for good this time," Shocksquatch warned Kevin 11 as the Gimlinopitchecus slowly turned around and sprinted off towards the nearest escape pod.

THUD! THUD! THUD!

Running inside the escape pod, Shocksquatch ducked his large head down and noticed a nearby control panel as the pod door closed.

 _"I'm liking this new alien,"_ Shocksquatch noted in his head as he pressed a blue button on the control panel with his large hand.

Flick! THUMP! WHAM! Creak...

The pod door slammed slightly as Kevin 11 began peeling back open the doors trying to get in now ferally and crazed.

"COME BACK AND FIGHT ME HOPKINS SO I CAN KILL YOU!" Kevin 11 raged madly as he pulled open the escape pod doors.

Turning around, Shocksquatch sighed and used his electrical energy powers again as his hands sparked.

"You never learn do you eh?" Shocksquatch muttered to Kevin 11 in annoyance as he prepared to fight Kevin 11 again.

THWACK! GRAB!

Something then grabbed Kevin 11 from behind as Technorg yelled, "I don't think so!"

Hurling Kevin 11 back, the alien hybrid crashed onto the floor again skidding up to a nearby wall.

CRASH! WHAM!

"Technorg?! I thought you'd escaped." Shocksquatch spoke to Technorg as the escape pod door reopened.

"I told you, my life belongs to you," Technorg informed the Gimlinopitchecus back.

The escape pod doors then closed as Shocksquatch said, "Thanks for everything Technorg. And I'd guess we're even eh?"

Creak... THUD!

"We are," Technorg replied as he pressed a button on the outside of the escape pod.

THUD! Whirrr...

The escape pod that Shocksquatch was then blasted out of the megacrusier and back towards Earth.

Inside the escape pod, Shocksquatch chuckled slightly thinking, _"Now, I know Kevin is gone for good this time. I'll never have to worry about him again. But how did I get this new alien-like Cannonbolt? There are still some things about the Omnitrix I don't understand."_

No longer thinking, Shocksquatch looked out the window and watched as Earth got closer with every passing second.

Back on the megacruiser...

Kevin 11 grunted in pain as he angrily raged, "I'll find Stan and I'll get my revenge on him!"

THUD! THUD! THUD!

Stunned, Kevin 11 noticed Technorg confront him as he froze in fear.

"So, I'm a lapdog am I?" Technorg muttered to Kevin 11 who remained silent in response as the announcer blared, "Intergalactic hyperjump launch initiated."

WHOOSH! BLAST!

The megacruiser then locked onto the coordinates and blasted off into the next galaxy leaving Earth and the Solar System behind.

Back on earth...

WHOOSH! THUD!

The escape pod slowly landed upright on the grassy plains near the wind farm.

HISS!

Smoke poured out of the escape pod as Shocksquatch walked out of the pod feeling the fresh air of Earth blow in his face.

"So good to be back home," Shocksquatch muttered under his breath as the Gimlinopitchecus spotted the Tennyson trio nearby.

"Stan? What happened to you and where have you been?" Max called out to Shocksquatch who walked forward and said, "Hey everyone."

"That's a new one." Gwen noted as Ben spoke, "What happened to you out there?"

"Eh, it's a long story and you call me Shocksquatch." The Gimlinopitchecus explained.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Shocksquatch's belt then began flashing red before a blinding red light covered the new alien.

FLASH!

The Tennyson trio covered their eyes as the red light faded as Stan slowly yawned before smiling slightly.

"Glad to see you're still in one piece." Max spoke to Stan who asked the others, "You lot all okay?"

"We're fine, but what happened to Kevin?" Gwen asked Stan in confusion.

"He found someone new to play with and He won't come back this time," Stan replied to the group as he looked upwards into the blue sky as the sun shined down on the group.

 **Author's note: So there you have it! The Kevin 11 vs Stan 10 duology is officially complete! I hope your readers enjoyed the duology and how it expanded upon the rivalry between Kevin and Stan.**

 **So the big thing for this chapter I had changed was Shocksquatch's early appearance.**

 **He was planned to show up in this chapter and catch Kevin 11 off guard rather then Cannonbolt reappearing.**

 **This is due to the higher number of new aliens introduced than before.**

 **Although I did consider Rath, he'll show up later.**

 **I also thought it would be a good way to surprise everyone as well. ;)**

 **Anyway, another thing I wanted to talk about was Technorg.**

 **I kinda have a few ideas on when he could reappear later on in the story, but I'll keep it hidden.**

 **Thanks for reading and see you in the next chapter!**


	18. Chapter 18: The Galactic Enforcers

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Hello readers! Welcome back to the next chapter of Stan 10.**

 **Even though I've been on hiatus recently, I've managed to write up this chapter in my spare time.**

 **I've also been recently reviewing the 'Ben and Jen 10' fanfic and I have to admit it's really good and has a lot of potentials.**

 **Well then, be sure to Read, Review** **and Favourite!**

 **On with the chapter!**

Italics: _Thinking._

Previously on Stan 10: Kevin 11 came back having survived his plunge into the Pacific Ocean.

Reluctantly, Stan and Kevin 11 ended up fighting once again only for the two to be captured and placed on an alien spaceship.

It was then revealed that Kevin 11 and Stan had to fight together for entertainment for a large audience.

After a long and gruelling day in which Stan unlocked his twelfth alien, Shocksquatch with the alien arena falling apart as prisoners escaped.

Shocksquatch was able to beat Kevin 11 and was able to flee back to Earth just as the alien spaceship blasted off into another galaxy leaving Kevin 11 stranded in space.

With Kevin 11 finally beaten for good, Stan will discover a new group of superheroes known as the Galatic Enforcers...

Chapter 18: 'The Galactic Enforcers.'

In space...

The void of space was quiet and lifeless as thousands of bright stars illuminated in the space.

And then something emerged from a nearby wormhole.

WHOOSH! BLAST!

A yellow wormhole opened up as a medium-sized spaceship flew out of the yellow wormhole which quickly faded away.

The spaceship was a medium-sized vessel that was covered in a brown coating of paint along with silver stripes flew out of the portal and travelled downwards to a nearby bright red Earth-sized planet with a small grey moon orbiting the planet.

Whirrr... Whoosh...

The spaceship then landed on a nearby metallic platform as smoke hissed out from the nearby vessel.

Whirr...

Two humanoid robots wearing electrical bolts on their right hand emerged near the spaceship before another wormhole opened up.

WHOOSH! BLAST!

Confused, the two robots looked around and noticed a small red spaceship plunge out of a wormhole before it fired a large red energy beam towards the spaceship and the robots.

WHIRRR... WHOOSH! KA-BOOM!

Dust and debris went flying in the air with smoke covering the ground before a large humanoid figure leapt into an underground tunnel.

WHOOSH! THUD!

As the smoke cleared, a large alien appeared who was the same species as Technorg.

Whilst Technorg had cybernetic enhancements, this alien had both of his arms and a full body with him having a pair of horns on his mouth near his jaw.

He had dark orange skin with the alien wearing a large red body suit of armour which had thick black spikes on it.

This is Vulkanus, an alien mercenary who wants to acquire as much taydenite as possible.

Looking around, Vulkanus then spotted two humanoid robots who charged towards the titanic alien.

ZAP! SPARK! BLAST!

The electrical robots fired yellow bolts of energy which blasted off Vulkanus thick armour.

Standing up, Vulkanus yelled out, "HAH!" And charged towards the robots and began using his giant fists to rip them apart.

THUD! CRASH! THUD! SMACK! THUD! WHAM!

Two of the robots crashed onto the floor and sparked as electrical energy flashed everywhere before Vulkanus grabbed hold of the last robot head as it crashed and imploded.

Moving past the destroyed robots, Vulkanus walked to a sealed door and used a cutting laser to rip open the sealed door.

Hiss... Creak... CRASH!

The sealed door crashed onto the ground as Vulkanus spotted his objective at the end of the corridor.

At the far end of the corridor was a holding chamber where a glowing purple crystal was hovering in the air in a glass container.

Smirking, Vulkanus quickly grabbed the crystal in the container and walked out of the chamber back to his spaceship.

A few mins later inside Vulkanus spaceship...

Hiss...

A red door opened up as Vulkanus entered the command centre of the spaceship where a familiar figure was looking outside into space.

"I got the Element X Sixsix," Vulkanus replied to his familiar colleague with his voice being deep and thick as the command chair turned around.

THWIP! WHOOSH!

"Yondar," Sixsix replied as a thick wiery cable snagged the glass container.

"It's no good by itself you know. Where are we going to find the Bicenthuim to make it go boom?" Vulkanus informed his colleague.

Sixsix merely placed his hands on a button near the chair he was on.

Flick! Whirr...

Near the chair, a red hologram of Earth appeared as Vulkanus remarked, "Hmm, I should have known. The cesspool of the galaxy, Earth."

At the same time on Planet Earth...

"ZZZ..." Stan snored loudly as he slept in a nearby art museum where a Justice League comic and a manga novel were lying near him.

(Inside Stan's dream world...)

Once again, Stan was dreaming, but this time it was different.

The background had morphed into that of an old black and white manga panel with the local area being some kind of city.

BOOM! Rumble...

A cloud of dust and debris then went flying as random citizens fled the area from a giant humanoid robot which had thick black wings and horns on its head.

"Tremble you foolish insects!" The pilot inside the robot declared before he boasted, "Bow in the fierce defeat of Lord Dominus!"

WHOOSH! THUD!

"I don't think so!" Stan's voice yelled from a nearby car.

Confused, Lord Dominus spotted Stan on a nearby car wearing a superhero costume.

The superhero costume was covered with a pair of white trousers and white boots with brown stripes covering the bottom of the trousers.

The centre of the bodysuit was a bright blue colour with a pair of brown gloves covering Stan's hands.

In the centre of the jumpsuit was the Omnitrix symbol whilst the Omnitrix could be seen visible on Stan's gloved right hand glowing slightly.

On Stan's head, he was wearing some kind of green body visor that covered his blue eyes before he flicked them up and grinned confidently at his foe.

"Stan 10?!" Lord Dominus muttered in shock as the young hero smiled and replied confidently, "You're going down!"

"You can't beat me alone! I've made modifications and changes to ensure you won't beat me again!" Lord Dominus replied in response.

Smirking slightly, Stan then spoke out, "Who said I was alone?"

WHOOSH! ZIP! BOOM!

A familiar red and blue-suited hero wearing a red cape and an 'S' symbol then flew from the sky and landed near Stan on the roadside.

Superman also is known as Clark Joseph Kent was Stan's favourite fictional hero who was there to help him beat Lord Dominus.

"Need a hand?" The Kryptonian who had thick black hair and blue eyes asked Stan who replied, "Yep, any member of the Justice League is more than enough to help me win."

"Superman?! The Last Son of Krypton?! Impossible!" Lord Dominus frantically panicked as the giant robot stepped back frantically.

THUD! THUD! THUD!

"So shall we get to work?" Superman asked Stan 10 who replied, "Yep, this is going to awesome!"

Placing his feet on the ground, Stan then ended up flying into the air as Superman flew up with him.

WHOOSH! ZIP! CRASH! WHAM! THUD!

Stan 10 then crashed into one of the giant leg's of the robot whilst Superman flew up near the other leg of the robot and used his heat beam from his eyes to melt the steel structure of the robot.

Hiss... CRASH! BOOM!

"My Destructoid! No! Damn you all!" Lord Dominus panicked angrily as the giant robot then tipped over and crash onto the side of the road.

Creak... WHOOSH! CRASH! KA-THUD!

"HOORAY!" The panicking crowd cheered for the two superheroes as Stan 10 and Superman landed on a giant foot nearby and waved for the crowd.

"What are you doing here Clark?" Stan asked the Kryptonian who replied, "I was in the nearby area and I thought you needed a hand recruit. We still need to assess your skills when you join the Justice League."

"Just doing my job." Stan 10 replied as he used his left arm to grip onto a knocked out Doomikus.

Staring at the crowd, Stan smiled happily as the crowd chanted out, "STAN 10! STAN 10! STAN 10! STAN! STAN 10! STAN!"

Confused, Stan groaned and opened his blue eyes as he awoke from his dream and back into reality.

In the real world...

"Uh..." Stan yawned as he rubbed his face briefly before he noticed Ben and Gwen calling out for him.

"Stan, wake up!" Ben called out to Stan as Gwen informed him, "That's a work of art you know, not your butt rest.."

Looking around, Stan noticed that he was on a giant sculpture of a stone foot before he replied, "Yawn... Sorry, Gwen, I was having a nice dream until you two woke me up."

Currently, the group were visiting the Carnegie Museum of Art in the state of Pittsburgh as the next major stop on the road trip.

Feeling embarrassed, Stan grabbed hold of the graphic novels that were lying near him and carefully jumped off the statue and landed on the floor grunting slightly.

Whoosh! Thud!

Regaining his footing, Stan looked at Ben and Gwen as Gwen informed him, "You're going to get us kicked out of the museum."

Shrugging, Ben then said, "I don't have that kind of luck. Besides museums are boring."

"One afternoon of culture won't kill you." Gwen spoke back to Ben as Stan then suggested, "Can we get moving, please? Max is probably wondering where we are."

Agreeing with Stan, the kids began walking as Ben took out a piece of chocolate from his pocket and ate it hungrily.

"Hey, can I have a piece of that?" Gwen asked Ben who cockily replied, "Sorry chocolate's for guys like me, not dweebs like you."

"More like a stupid jerk." Gwen muttered under her breath as Stan sighed thinking, _"I wish I wasn't alone out here with the Omnitrix. I just wish I could meet other people like me who have abilities... I mean if Kevin had powers then someone else must be out there saving others right?"_

WHOOSH! BLAST!

No longer thinking, Stan shook his head and looked up with Ben and Gwen spotting Sixsix's spaceship fly across the industrial landscape of Pittsburgh.

"Maybe this won't be so bad after all," Ben remarked to Stan and Gwen in excitement.

"When are there normal days anymore?" Gwen questioned Stan who shrugged and replied, "Just another day on the job for me."

A few mins later...

WHOOSH! WHIRR... THUD!

Sixsix's spaceship landed on the streets of Pittsburgh as a large crowd of people gathered near the spaceship in confusion and fear with the vast majority of people starting to get used to these alien incidents occurring.

"What is that?" Someone muttered as another person suggested, "Maybe it has something to do with the Roxxon Corporation... They're a pretty shady company."

Arriving near the large crowd, Stan slowly moved his way through the crowd where he managed to see the front door of the spaceship open.

HISS! WHIRRR!

The front door of the spaceship then opened as Vulkanus emerged and leapt onto the road.

WHOOSH! THUD!

"Whoa... That guy looks like Technorg! Must be the same species..." Stan whispered under his breath hoping no one would hear that comment.

Looking around at the crowd of Humans, Vulkanus then demanded loudly, "Terrans! Take me to your Bicenthuim alloy!"

There was muttering and whispers amongst the large crowd as Technorg then lost his patience.

Grunting slightly, Vulkanus then slammed his hand into the roadside.

WHAM! CRACK! SMASH!

The road quickly cracked and fell apart as the crowd of people then began fleeing the area as usual.

Quickly running with the crowd, Stan sprinted to a nearby wall and took shelter just as a car skidded across the ground.

WHOOSH! SKID! WHAM! HONK! HONK! HONK!

The car crashed onto the nearby pavement as the alarm finally snapped and went off whilst Stan remarked, "Now that's just plain rude."

Grinning slightly, Stan noticed the Omnitrix on his right hand and muttered, "Someone's got to teach that freak some manners."

BEEP!

The Omnitrix core popped up as Stan scrolled through the silhouette's and stopped at Shocksquatch's.

"Normally, I'd use Four Arms in this situation, but I want to use Shocksquatch again." Stan reasoned before he carefully tapped down the exposed glowing core.

FLASH!

A large green light engulfed Stan as he then transformed into Shocksquatch.

Back at the Carnegie Museum of Art...

"Stan?" Max called out for Stan as Ben and Gwen lurked nearby as Gwen then suggested, "Where do you think he went?"

KRACKABOOM! Rumble...

A massive explosion cloud shook the city of Pittsburg that was visible in the distance as Ben then pointed out, "I'll give you one good guess."

Back with Stan...

CRASH! BLAM!

A mailbox crashed onto the roadside as Vulkanus continued his destructive rampage when a bolt of electrical energy zapped his back.

WHOOSH! ZAP! SPARK! BOOM!

Confused, Vulkanus turned around and noticed Shocksquatch staring at him confidently as the Gimlinopitchecus then yelled out, "So you're the one causing trouble eh?"

"A Gimlinopitchecus? Hm, this planet is a dump." Vulkanus remarked back before he turned around and punched Shocksquatch in his gut.

"Ooof!" Shocksquatch grunted out in pain as the force of the punch sent him flying into a nearby building.

WHOOSH! CRASH! SMACK!

Dust and debris flew out of the building before Shocksquatch charged back out and generated electrical energy around his left fist before he hurled it towards Vulkanus's face.

ZAP! SPARK! CRACK! WHAM!

Using the same attack he used on Kevin 11, the force of the energy punch sent Vulkanus skidding back across the ground briefly before Sixsix realized what was happening.

"Man, you pack a punch eh? But I've fought someone like you before." Shocksquatch confidently boasted to Vulkanus before he heard Sixsix's jetpack activating.

WHOOSH! ZIP! BLAST! BLAM!

Sixsix aimed his laser pistol towards Shocksquatch and began opening fire as the two recognised each other.

"The bounty hunter?!" Shocksquatch muttered in disbelief before he glared in annoyance.

Charging up electrical energy in his hands, Shocksquatch raised them upwards and began firing yellow bolts of electrical energy towards Sixsix.

WHOOSH! BLAST! ZAP! BLAM! SPARK! BOOM!

Various blasts of red and yellow electrical energy zapped through the air as Sixsix called out, "Yondigar!"

Aiming his right hand at the Gimlinopitchecus, Sixsix activated his missile feature and fired various rockets towards Shocksquatch.

WHOOSH! BLAM! BOOM! Rumble...

Quickly moving, Shocksquatch narrowly dodged the missiles as they exploded onto the nearby road.

Behind a nearby building, the Tennyson trio spotted Shocksquatch fighting the hostile aliens.

"Is that the new alien... Shocksquatch?" Ben asked Max who nodded back in response.

Looking up, Gwen spotted Sixsix as she explained, "Look, it's the purple alien with the jetpack."

Spotting Sixsix, Max then remarked, "It was one of the bounty hunters that came after Stan in the Texas desert. Must have busted out of galactic jail."

WHOOSH! BLAST!

Sixsix then fired two more missiles towards Shocksquatch who decided to change his strategy to win.

Using his strength, Shocksquatch then raised his arms and grabbed hold of the missiles before they exploded.

WHOOSH! THUNK!

Struggling to hold onto the missiles with his strength, Shocksquatch turned around and hurled the missiles towards Sixsix in response.

WHOOSH! BLAM! BOOM! CRASH!

The missiles exploded onto the apartment building behind Sixsix as the alien bounty hunter plummeted and crashed onto a storage truck.

Feeling slightly weary, Shocksquatch then ran towards the truck and clambered onto it.

"Time to spark this guy off for good eh," Shocksquatch muttered under his breath as he confronted Sixsix who glared back at him.

Raising his left hand, electrical energy surged through Shocksquatch's body as he prepared to beat Sixsix.

ZAP! SPARK!

However, Sixsix was prepared for situations like this.

Grinning underneath his mask, a compartment opened up on Sixsix's chest as a small purple bomb dropped out.

HISS! THUNK!

"What the?!" Shocksquatch muttered in confusion as the bomb opened up and sprayed out smoke.

It was a sleeping gas bomb designed to make people feel doozy.

As the sleeping gas overwhelmed Shocksquatch, he couldn't help but yawn slightly and kneel onto the metallic truck as Sixsix stood upwards and aimed his missiles towards the shattered face of the Gimlinopitchecus.

Rumble...

The ground then shook slightly as everyone nearby looked up and spotted three blue energy beams appear from a blue wormhole.

ZAP! WHOOSH! FLASH!

The blue energy beams then morphed to the ground as three aliens emerged wearing yellow and white bodysuit's that had a different build for each member of the group.

The one on the left was a floating octopus-like alien who was wearing a yellow bodysuit that covered his entire lower body with six tentacles.

Near his head, a blue symbol of a shield and a red moon in it was present along with some brown colouring near his head which was encased in a large glass dome.

In the glass dome, a large blue brain-like head with green tubes connected to the glass was present as a digital green face covered the front of the glass dome.

This is Synaptak, the smart member and thinker of the Galatic Enforcers.

On the far right was the most familiar alien member of the group, a female Tetramand.

The female Tetramand had brighter skin then Four Arms and was around the same size also having orange eyes with a golden crown present on her head.

Unlike Four Arms, she had bright black hair that went down to her shoulders with her clothing being a golden chest plate of Tetramand armour with four golden bands on her numerous arms.

She also wore a white skirt that was connected to the armour piece with the same symbol present on a white belt.

This is Tini, the strength and brawler of the Galatic Enforcers.

Finally in the middle of the two aliens was the last member.

He had thick dark blue skin and pale white eyes with black pupils surrounding both of his eye lines.

He was very muscular and was bigger then Shocksquatch with him being the most humanoid of the alien trio.

Like the other two, he wore a uniform which was a yellow jumpsuit that had a bold U on it along with a white cape that was connected to the back of the costume.

This is Ultimos the leader and commander of the Galatic Enforcers.

BZZTT! WHOOSH!

A blue energy beam then surrounded Sixsix as Synaptak used his large brain to quite literally hurl Sixsix off the truck.

THUNK! SKIRT!

As Sixsix landed on the ground near Vulkanus, Shocksquatch slowly recovered and spotted the group of new aliens.

"Whoa... That's interesting, isn't it, eh?" Shocksquatch muttered in shock as the Tennyson trio then sprinted near the Gimlinopitchecus.

"No way!" Ben shouted in surprise and excitement as Gwen then stated in confusion, "Okay this is weird."

Max stayed quiet thinking about who this new alien group was as Ultimos ordered out loudly with a heroic voice, "Rescue formation... Alpha nine!"

Annoyed, Vulkanus called out to Ultimos, "It's the capes... I hate capes!"

Vulkanus then leapt upwards whilst Sixsix took out his laser pistol and began opening fire with pink laser beams from his pistol.

Taking action, Ultimos then flew upwards into the air flying forward whilst Synaptak flew near Ultimos as Tini stomped off on the ground.

THUD! THUD! THUD! BLAST! WHOOSH! BLAM! CRASH! BOOM!

Dodging Sixsix's laser beams, Ultimos then fired a pair of red heat beams from his eyes that slammed into Sixsix's laser gun.

WHIRR! BLAM!

The laser gun crashed onto the floor whilst Tini charged towards the alien bounty hunters and smashed her giant red arms together yelling out, "RARGHH!"

WHOOSH! SLAM! CRASH!

The force generated from the sonic clap slammed into Sixsix as the bounty hunter crashed into the nearby truck.

On the truck, Shocksquatch nodded back to Tini in response who smiled back and oddly enough winked at the Gimlinopitchecus.

"Urgh..." Shocksquatch muttered feeling grossed out as he briefly thought, _"I don't need someone falling for me. It would complicate things for me."_

WHOOSH! THUD!

Vulkanus threw a downward hook punch towards Synaptak who dodged and glared before he used his psychokinesis ability on Vulkanus.

BZZTT! WHOOSH! THUD!

Using his mind, Synaptak hurled Vulkanus up into the air just as Ultimos flew towards him and smacked Vulkanus in his face.

WHOOSH! CRASH! SMACK!

Vulkanus then plummeted towards the ground and crash-landed on Sixsix as the Galatic Enforcers trapped the duo of bounty hunters.

"By the provisions outlined in the Galactic Code of Conduct, I order you both to surrender, will you yield?" Ultimos asked the bounty hunters.

Rolling his yellow eyes, Shocksquatch walked towards the Galactic Enforcers explaining his opinion, "Yield eh? No offence, but yield isn't exactly the right term to use. Besides, you should stop them before they try to pull something!"

HISS! THUNK!

Another bomb appeared out of Sixsix's chest and landed on the floor before it exploded in a flash of red light.

FLASH! WHOOSH! Rumble...

The blinding red light covered the alien bounty hunters before they teleported back onto the parked spaceship which then blasted off into Earth's atmosphere.

As the spaceship turned around, Sixsix appeared from the back of the ship and fired a pair of red beams from his shoulder probes that flew downwards.

WHOOSH! BLAST! BLAM!

The red laser beams crashed into the support columns of a nearby historical building which groaned and began tipping sidewards.

Creak... Rumble...

Dust and debris flew out from the support column as Shocksquatch and Tini ran over and grabbed onto the historic stone building.

WHAM! CRASH!

"Urgh... Crap..." Shocksquatch grunted in pain as he felt the stone column drag into his shoulders as the Gimlinopitchecus struggled to push the stone column back.

Nearby, the fellow Tetramand that was assisting Shocksquatch was able to push the stone column back further being stronger then Shocksquatch.

Seeing Tini and Shocksquatch were struggling to push the columns back, Synaptak spoke out loudly, "You may release your grip now."

BZZTT! WHOOSH! THUD!

The stone columns were pushed back into place as Synaptak's psychokinetic powers sealed the columns back into place as Tini and Shocksquatch stepped back.

Then, Ultimos flew up from the ground and opened his eyes and used his heat beams again.

WHIRR! CRASH! Hiss...

Panting in relief, Shocksquatch looked upwards before he spotted Tini walking over to him.

"Eh, Can I help you?" Shocksquatch asked the Tetramand who replied, "So what's a big strong alien like you doing on a planet like this?"

"I live here." Shocksquatch bluntly replied as Tini placed his arms around his shoulder speaking, "We'd make a good team don't we?"

Feeling uncomfortable and wanting his personal space back, Shocksquatch smiled as the Omnitrix symbol on his brown belt then began flashing red.

BEEP! BEEP! BEEP!

"Phew! Saved by the beep eh?" Shocksquatch rambled on before he was covered in a flash of red light.

FLASH!

A bright red light covered Shocksquatch as he transformed back into Stan who stood on the ground below near Tini who asked in confusion, "Hey! Where'd the rest of you go?!"

Slightly dizzy from the transformation, Stan looked up to Tini and informed her, "Right here. And by the way, I'm just a Human child from Earth."

The Galatic Enforcers regrouped as the Tennyson trio approached Stan whilst Synaptak stated, "So it's true. The Omnitrix is in the possession of a Terran child. We heard you were somewhat of limited mental capacity.

"Limited mental capacity? Are you implying I'm stupid?" Stan warned Synaptak who apologised saying, "No offence."

"Don't worry. He gets described like that sometimes. It's more of Ben's M.O" Gwen spoke defending Stan as Ben shot her a glare in annoyance.

Not listening to Gwen and Ben arguing again, Stan watched as Ultimos walked near him before the alien stood over him.

"Greetings, I am Ultimos, the specimen prime." Ultimos greeted before saying, "This is Synaptak and Tini, we are the Galactic Enforcers!"

Once Ultimos finished talking, the group of three aliens posed as Stan couldn't help but think to himself, _"I can't believe this is happening! A real-life team of superheroes! This is going to be a great adventure that's for sure."_

Filled with excitement and joy, Stan couldn't help but giggle in happiness whilst Ben was also feeling excited as Gwen and Max were not impressed with the team pose.

"Whoa! You three rock... The uniforms, the poses and the moves! Finally, a team of real-life superheroes!" Stan muttered happily struggling to contain his excitement.

"As per the Galactic Code of Conduct, we hereby officially request clearance to operate in your quadrant." Ultimos stated to Stan who replied eagerly without thinking, "Permission granted!"

Smiling back, Ultimos then said, "Then we have much to discuss with you."

As Stan struggled to contain his excitement, Ultimos then pressed a button on his belt.

Flick! ZAP! WHOOSH! FLASH!

Four beams of light then appeared below the feet of the Human group as Ben shouted out, "All right! This is going to be so awesome!"

Stan couldn't help but smile confidently as the transport beams blasted the group off into space.

ZAP! WHOOSH! FLASH!

A few moments later in a spaceship above Earth's orbit...

ZAP! WHOOSH! FLASH!

The blue transport beams teleported the group of Humans into a bright blue command centre.

In the room was a large table with a large industrial blue door near the side of the chamber.

As Stan looked around the command centre, he noticed that the blue and vibrant colours indicating just how friendly and heroic the Galactic Enforcers were, a stark contrast to the foreboding and previous spaceships he had been on.

"Oh... Never did like those transporter disks." Max muttered loudly feeling dizzy from being transported so quickly.

ZAP! WHOOSH! FLASH!

Blue flashes of light then appeared behind the group of humans as the Galatic Enforcers entered the spaceship.

Smiling, Stan followed the group of heroic aliens to the table as he geeked out saying, "How cool is this? I can't believe I'm with a group of heroes at last..."

"Close your mouth super-dork, You're drooling all over the place." Gwen remarked back to Stan who glared back at her in annoyance giving her a 'Don't say that' look.

"Oh not now dweeb, It's a cool place to hang out with this group," Ben spoke wanting to prevent Stan and Gwen from arguing.

Then, Max moved forward to the table and asked Ultimos, "So, why do we have the misfortune of being in Mr Gadget Guy's company again?"

Ultimos then activated a hologram projector on the table with a blue model of Sixsix appearing.

Flick! Whirr...

"His name is Sixsix." Ultimos began explaining before he stated, "He's escaped incarceration after the Petrosapien known as Tetrax dropped him off along with Kraab. For unknown reasons, he didn't bring Kraab along with him. We suspect it maybe every person for himself style scenario."

"Yeah, Sixsix was tough for me to beat, I had to use Grey Matter to fry up his circuits from the inside," Stan explained to Ultimos who then changed the hologram to Vulkanus.

"Currently, Sixsix has formed an alliance with the cretin known as Vulkanus." Ultimos finished speaking as Stan looked at Vulkanus closely noticing similarities and differences to Technorg.

Synaptak then analyzed Vulkanus saying, "A Detrovite, They have limited mental capabilities and are all brawn and no brain like Symbiotes. You know the type."

Stan merely stayed quiet not wanting to mention Technorg as the hologram changed again showing off the Element X container.

"They were hired to steal Element X." Ultimos dramatically stated as everyone in the chamber remained silent.

"Okay, we give up. What's Element X?" Ben asked Ultimos as Synaptak quickly explained, "Element X can be used to form one half of a devastatingly explosive compound."

"But why come to Earth?" Max asked the Galactic Enforcers as the hologram changed to a strand of molecules.

"Most likely in search of the other ingredient: Bicenthuim alloy. It's very rare, but it's rumoured to be found on your planet along with the other very rare material known as Vibranium which can be found in meteorites." Ultimos explained fully to the group.

"Vibranium? Now, where have I heard that mineral before?" Max pondered to himself.

"Anyway, when the Bicenthuim alloy and the Element X combine, they produce a powerful explosive which is enough to destroy an entire planetary system." Ultimos finished talking.

Looking at the hologram model of the molecule strand, Gwen murmured loudly, "Now why does that look familiar?"

"Uh, Gwen, no offence." Stan spoke before suggesting to Gwen, "But we're in their base here. I think they have it covered."

"Well, I guess we should get back down there and start looking for th_" Max began only to be interrupted mid-sentence by Ultimos.

"Excuse me but the Galactic Code is very clear on the protocol." Ultimos stated before he turned to Tini and informed her, "Tini, launch Observos one through four."

Tini nodded and walked over to a control console where she flicked four green buttons on the panel.

Flick! Whirr...

On the outside of the spaceship, a hatch opened up as four camera probes were deployed down to Earth's atmosphere.

Looking out the glass window, the group noticed the Observos heading to Earth as Ultimos explained, "The Observos will cover every inch of the city and locate the perpetrators."

"In the meantime, perhaps a tour would be in order." Ultimos then offered the group of Humans on the spaceship.

"We'd be honoured," Max replied to Ultimos smiling slightly as Gwen and Ben looked intrigued as well.

"Oh, I'm sorry, but the Galactic Code is quite clear. Provision 373-837: No civilian visitors in secure areas of the ship. You and your grandchildren must remain here on the bridge." Ultimos once again explained using the Galactic Code.

"Ah what? That's so not fair..." Ben complained under his breath as Ultimos told Stan, "Stan, Tini will show you around."

Smiling, Tini then moved over to Stan and grabbed hold of him before she placed the young Human on her shoulders as Stan couldn't help but giggle slightly again.

"Hey, How come he gets to go?" Gwen spoke to Ultimos who replied, "Wearing the Omnitrix grants Stan full 'hero' status."

"I'll be back shortly!" Stan said waving goodbye to the Tennyson trio as Tini and Ultimos walked out of the command centre.

Unknown to anyone else, however, Synaptak was looking at Stan with an annoyed glare...

Whirr... THUNK!

"Don't worry about us, we'll be fine!" Gwen sarcastically informed the Galactic Enforcers before she muttered, "Superjerks."

"For once I agree with you, Gwen," Ben spoke as he crossed his arms angrily whilst Max stayed neutral thinking quietly to himself.

A few mins later in another part of the spaceship...

"Wow... Earth looks so pretty from space." Stan muttered happily as he stared at his home planet from a glass window with intrigue and wonder with Tini watching nearby.

"Yep, Earth is one of the nicest planets in the Galaxy," Tini spoke agreeing with Stan.

Whirr... THUNK!

The nearby metallic door then entered as Ultimos and Synaptak walked into the gym as Ultimos greeted Stan, "Ah, Stan, come here, I want to show you something."

Stan nodded and walked forwards as Ultimos pressed a button on his utility belt.

Flick! Whirr... WHOOSH! THUD!

A pedestal table rose up from the floor before a giant manual with the logo of the Galactic Enforcers plunged from the ceiling and crashed onto the table.

"This is the Galactic Code of Conduct. Every Galactic Enforcer must learn the rules so they can live the rules." Ultimos explained to Stan who looked at the giant manual.

"How big is this thing? I mean knowledge is good, but this book is going take me forever to read." Stan rambled onto Ultimos who stated, "Well, the first 12'000 pages are admittedly a bit dry, but after tha_"

BEEP! BEEP! BEEP!

A red alarm then blared throughout the gym catching the attention of everyone in the room as Ultimos said, "The Observos have detected something!"

Ultimos then sprinted towards the command centre as the group followed him to the bridge.

In the command centre, everyone moved to the table and watched the footage from the Observo probes.

On the camera footage...

Beep... Whirr...

An Observo probe whirred slightly as it transmitted the footage it was recording back to the spaceship.

In a large desert quarry, the site was a large pit that was empty where Sixsix's spaceship was present in the quarry.

Down below, Vulkanus hauled a large piece of rubble nearby from the desert quarry.

Rumble... Crack!

"Yondargondardivar!" Sixsix ordered to Vulkanus who replied, "Yeah, well it would go faster if you helped too!"

Back on the Galactic Enforcers spaceship...

Analyzing the location, Max informed the others, "That's a strip mine. Looks like they're after iron ore. Is that the missing ingredient?"

"We'd better get down there, but we could use some help." Ultimos spoke before he asked Stan, "Stan, would you consider a temporary commission in the Galatic Enforcers?"

"Good Idea! Bad Idea!" Tini and Synaptak replied at the same time as Ultimos then said, "It would see I am the deciding vote."

Stan couldn't help but once again giggle in happiness as Ultimos declared to Stan, "Let's get you suited!"

"Yes! That's what I'm talking about!" Stan happily stated to Ultimos.

A few mins later...

Whirr... THUNK!

The door into the command centre opened up as Stan entered the room now wearing a Galactic Enforcer's suit.

The suit was a bright yellow colour with the Galatic Enforcers symbol on a belt with the chest piece having a U logo on it.

Stan also wore thick white gloves and golden boots with the suit having a cape on the back.

Smiling slightly, Stan proudly introduced himself, "Introducing Stan 10, Galatic Enforcer for hire!"

However, Stan then tripped on his cape and crashed onto the floor facefirst.

Whumf!

"Ooof!" Stan grunted in pain as he groaned and shook his head thinking, _"Now I understand the no capes reference from the Incredibles."_

Recovering from the ground, Stan then walked forward to the group as Max then asked Ultimos, "What about us?"

"I'm afraid the GCC is quite clear about the participation of non-superpowered beings. You'll be much safer here." Ultimos replied to Max.

As Ultimos finished talking, Synaptak then fired a blue energy beam from his head that formed around the Tennyson trio encasing them in a shield.

BZZTT! WHOOSH! ZAP!

Annoyed, Ben and Gwen then pounded on the energy shield as Ben shouted out, "Let us out! This is so not cool!" as Gwen complained, "Hey!"

"Sorry, everyone. This is a superhero job." Stan spoke to the Tennyson trio before saying, "We'll be back after Sixsix is beaten."

Rumble...

Stan's stomach then rumbled in hunger.

Looking around quickly, Stan grabbed hold of a small piece of chocolate from his pocket as Ultimos noticed him eat it.

"Hey, you want some?" Stan asked Ultimos who happily declared, "Ah, local cuisine. I certainly wouldn't want to offend your planet's customs."

Leaning down, Ultimos then grabbed the piece of chocolate Stan was offering him and consumed it eagerly.

ZAP! WHOOSH! FLASH!

The Galactic Enforcer group then teleported out of the spaceship and back down to Earth.

A few mins later at the desert quarry...

Rumble... Crack!

Vulkanus once again poured dirt into a large container as Sixsix floated nearby using his jetpack as he clutched onto the Element X container.

"Igvandjundlarbar!" Sixsix muttered to Tetrax in his bizarre alien language.

"Once the ore has been purified, it can be fused with Element X and BOOM! The galaxy will be at our feet." Vulkanus spoke agreeing with Sixsix darkly.

As Sixsix and Vulkanus walked off from the quarry, behind a nearby wooden shed, Stan watched the two thugs before he muttered, "Now that we've got them, we'll catch them off completely off guard... Ultimos?"

Turning around, the three members of the Galactic Enforcer's spotted Ultimos who was looking sick.

His vibrant blue skin had turned into a sickly brown colour with his large body frame having shrunk dramatically as he shivered significantly.

"Cold... So cold..." Ultimos weakly mumbled before he collapsed onto the ground into Synaptak's tentacles.

"What's wrong with him?!" A fearful Stan asked Synaptak in shock.

"It appears to be Sucrotaxonite poisoning." Synaptak informed Stan before he muttered, "But how? What is this?"

"Ah, crap... I gave him some chocolate and it must have poisoned him." Stan spoke in fear before he then stated, "I was only trying to be polite."

Enraged, Synaptak glared at Stan before he calmly ranted, "You did this?! I suspected you could not be trusted!"

Stan froze in fear before he looked down at the ground feeling depressed as Tini then defended Stan saying, "Oh come on Synaptak. He's just a kid, how were we supposed to know that this chocolate would be poisonous to Ultimos?"

"Don't worry Tini, I have this situation under control," Synaptak responded as he placed Ultimos on the dirt ground with his tentacles.

Facing Stan, Synaptak muttered to him, "You'll be dealt with once these rogues are behind bars."

Stan gulped and walked back staying quiet as Synaptak then flew up in the air and shouted out loudly, "Galactic Enforcers engage!"

Immediately, Sixsix and Vulkanus spotted Synaptak as Stan peered around the corner before he shouted out, "What'd you do that for?!"

"As the leader, I announce our presence with authority!" Synaptak informed Stan.

Rolling his blue eyes, Stan sarcastically said to Synaptak, "Really? Wow, way to let the bounty hunters know we're here."

"What's your point Terran?" Synaptak asked Stan in response.

WHOOSH!

A large shadow then covered the group as Vulkanus hurled a large truck at the group.

Ducking down, Stan closed his eyes as Tini quickly stood over him when...

BZZTT! WHOOSH! ZAP!

The truck was frozen in mid-air as Synaptak used his psychokinesis and hurled the construction truck onto the ground of the dirt quarry.

WHOOSH! CRASH!

As the dust settled nearby, Synaptak turned to Vulkanus and Sixsix and ordered them, "By the provisions of the Galactic Code of Conduct, I order you to surrender!"

The bounty hunters looked at each other before they nodded and sprang into action.

Vulkanus ran off whilst Sixsix activated his jetpack and flew up into the air and began firing laser beams from his gauntlets.

WHOOSH! BLAST! BLAM! CRASH!

"Fall back!" Tini called out to the group as he ran behind the skinny frame of Ultimos and slowly pushed him forward whilst various red laser beams blasted the desert ground.

As Sixsix continued firing his laser beams, Vulkanus ran over to a nearby construction crane and grabbed hold of the massive vehicle using his incredible strength.

Creak... WHOOSH! WHAM! THUD!

The Galactic Enforcers narrowly retreated behind a large rock cover as the construction truck skidded into the ground nearby.

"Okay, are you sure that ever works?" Stan asked Synapatak who remained silent in response.

Rolling his eyes briefly, Stan faced Tini who asked him, "Are you finally going to become a Tetramand now?"

"Not if I can help it. I'm using someone else." Stan replied to Tini before he activated the Omnitrix.

BEEP!

The green core popped up as Stan scrolled to the XLR8 silhouette and carefully tapped down the exposed green core.

FLASH!

A bright green light covered Stan as the Omnitrix shrank down into his clothed arm.

Stan's blood vessels began to pulse and expand all over his body as his blue eyes morphed into a pair of bright green reptilian eyes.

Next, his lower body morphed forming a pair of blue wheel-like spheres as his legs and feet changed.

Lastly, his upper body then morphed as he grew a bright blue prehensile like a tail from his back whilst he gained a white and brown jumpsuit.

A visor then morphed and covered his head as the Omnitrix symbol flashed brightly green in the middle of his chest.

FLASH!

The green light faded away as XLR8 leaned against the wooden shed as Tini muttered, "A Kineceleran?" Good choice because they are really fast."

"I know, anyway, we've got to split up. I'll draw Sixsix's attention whilst you three distract Vulkanus." XLR8 informed the Galactic Enforcers.

XLR8 then closed down his mask and zipped off away from the Galactic Enforcers.

THWIP! WHOOSH! ZIP!

Running towards, Sixsix, XLR8 used his speed to dodge the various laser beams as smoke and dust rumbled from the desert ground.

WHOOSH! ZIP!

Staying quiet, XLR8 then ran underneath Sixsix in a circle and formed a huge tornado that slowly rose up to Sixsix.

Stunned, Sixsix was quickly thrown around in the huge tornado as Sixsix's jetpack deactivated as XLR8 then ran out of the tornado.

WHOOSH! ZIP! CRASH!

Vulkanus then hurled a large construction truck towards XLR8 who nimbly dodged it and yelled out, "Missed me rocked!"

Then as XLR8's tornado fell apart, Sixsix plunged downwards and skidded onto the desert ground.

WHOOSH! CRASH! Rumble...

Grinning slightly at Sixsix's condition, XLR8 then looked up and noticed Vulkanus ready to crush him with a mine tanker.

THUD! THUD! THUD! CRASH! CRACK!

"HA!" Tini yelled loudly as she slammed her upper hands into Vulkanus as the Detrovite tumbled onto the ground as Synaptak floated nearby.

"What are you doing? You're supposed to be attacking Sixsix!" XLR8 informed Tini in annoyance.

Placing her hands over her chest, Tini stated to XLR8, "No! I must protect you!"

WHOOSH! WHAM! THUD!

The mine tanker then flew upwards and crashed onto Tini who was unable to escape as Vulkanus then tossed the large structure sidewards rendering Tini trapped.

"Tini!" Synaptak shouted in rage and shock as he fired a psychokinetic beam from his mind.

BZZTT! WHOOSH! ZAP! SKID!

The blue energy beam pushed Vulkanus back onto the dirt floor as Sixsix quickly recovered.

Staring at Synaptak, Sixsix pressed a button on his right armed gauntlet.

Flick! Whirr...

A metal probe then popped up from his right arm as a pink laser beam zapped Synaptak.

ZAP! WHOOSH! SPARK!

The pink energy beam faded off Synaptak as he groaned, "Urgh..." before he fell to the ground knocked out landing near XLR8 who was trying to free Tini.

CRASH!

Gulping, XLR8 noticed Vulkanus and Sixsix stomping over to the trapped group as XLR8 thought, _"Ah nuts... This is not looking good is it?"_

At the same time back on the Galactic Enforcers spaceship...

The Tennyson trio was watching the battle on the spaceship as Gwen remarked, "They're getting creamed! We've got to do something!"

Max nodded and placed some commands on the console of the spaceship stating, "Already on it, I'm programming the coordinates from the spaceship. We should be beamed right into the pit."

"Should?" Ben asked Max who smiled and pressed a button on the console.

Flick! ZAP! WHOOSH! FLASH!

Back in the quarry...

BLAST! WHOOSH BLAM! ZIP! CRASH!

XLR8 dodged the various laser beams that Sixsix was firing from his pistols before the bounty hunter used his extra alien arms and tossed some grenades.

WHOOSH! BOOM! Rumble... ZIP! CRASH! BLAM!

"You're too slow!" XLR8 mocked Sixsix using a famous taunt as the Kineceleran then rushed up a crane beam.

At the top of the crane beam, XLR8 then grunted slightly as he backflipped off the crane and kicked Sixsix's chest with his legs.

CRASH! WHOOSH! WHAM!

XLR8 then slid safely on the dirt ground as Sixsix once again crashed into the desert floor.

"Man, these bounty hunters are tough to beat." A dusty XLR8 muttered to himself before he ran off again.

WHOOSH! ZIP!

Unknown to XLR8 however, the Tennyson trio then teleported into the battleground.

ZAP! WHOOSH! FLASH!

As the blue lights faded away, Vulkanus then spotted the group of Humans and hurled a large mine cart towards the group.

Thankfully, XLR8 spotted this and managed to rescue the Tennyson trio just as the mine cart crashed onto the desert ground.

WHOOSH! CRASH! WHAM!

Everyone was sent tumbling onto the ground as Vulkanus spotted the knocked out-group before he turned to a recovered Sixsix.

"Chandler!" Sixsix ordered Vulkanus who nodded and stomped over to a large industrial container that stored iron ore.

THUD! THUD! THUD! Creak...

Vulkanus and Sixsix then retreated from the desert quarry as XLR8 groaned and moved his head off the Tennyson trio.

"Urgh... Why couldn't we have just stayed in that nice warm spaceship?" Gwen complained as Ben said back, "Uh, hello? We all agreed that we should help Stan."

BEEP! BEEP! BEEP! FLASH!

A bright red light covered XLR8 as the Omnitrix timed out and Stan slowly emerged from the red light looking tired and slightly dizzy as per usual.

THUD! THUD! THUD!

As Vulkanus ran into Sixsix's spaceship, Sixsix turned around and activated his missile launcher attachment and aimed it upwards before he fired some missiles.

WHOOSH! BLAM! BOOM! Rumble... Crack...

The missiles flew upwards and crashed into the rocky wall of the industrial quarry gave way with dozens of rocky boulders rumbling down the rocky hill.

Looking nearby, Stan noticed the rocky debris and Synaptak before he asked, "Synaptak, I know you don't like me, but can you stop the boulders?"

"Of course I can now step aside Terran," Syanptak responded as he floated off the ground and shoved Stan aside.

Using his psychokinetic powers, Synaptak protected the group as the avalanche of boulders crashed onto the group.

BZZTT! WHOOSH! ZAP! CRASH! WHAM!

Then the boulders began shaking slightly as Synaptak used his psychokinesis to repel the boulders onto the side as the group emerged dusty but not injured.

An exhausted Synaptak then flew towards the trapped Tini who smirked at her partner.

"Wow, Stan. Looks like you can get anyone to help in action." Gwen complimented Stan.

Shrugging, Stan bluntly informed her, "It was a do or die situation, Gwen."

WHOOSH! Whirr... ZAP!

Sixsix's spaceship then blasted off from the industrial quarry as Max pointed out, "We've lost Sixsix and Vulkanus!"

"The Bicenthuim alloy and the Element X can only be bound together with an enormous amount of heat." Synaptak then explained to the group.

Annoyed with the Galactic Enforcers, Max turned around and sarcastically asked, "Oh, like the forge of a steel mill?"

Not knowing Max was being sarcastic, Synaptak begged him saying, "Are you certain that there are any such facilities in this area?"

"Hello?! Pittsburgh, Steeltown, USA?" Gwen shouted out to Synaptak as Stan then noticed a now healthy Ultimos walk over to them.

"Ultimos! You're back to normal." Stan pointed out as Ultimos then stated, "Interesting theory, but according to the protocol in the Galactic Code of Cond..."

"Forget protocol!" Ben shouted out as he walked forward near Ultimos and explained, "This time we're doing things the Tennyson way!"

Agreeing with Ben, Stan smiled and fully explained before angrily ranting, "Ben's right, we need to change the rules and bend them just this once. But first... Can you please take me back to the spaceship so I can change out of this blasted outfit!"

Twenty mins later inside a nearby Steel Mill...

The Steel Mill was dormant and quiet as Sixsix's spaceship was parked near the processing plant of the facility.

Further ahead, a brief yellow glow illuminated the building as Vulkanus placed his hands in a sizzling molten chamber.

HISS!

Vulkanus thick hands placed a massive chunk of iron ore into the boiling magma as Sixsix walked near the Detrovite on a metal balcony with the Element X in the nearby glass container.

"Indivaryondar." Sixsix ordered Vulkanus in his alien language as Vulkanus replied, "Don't blow a gasket partner."

Looking up, Vulkanus fully explained to Sixsix, "Only the purest metal can mixture can combine with Element X to give us the explosive we want."

HISS! SPLAT!

The magma bubbled again as Vulkanus then lifted his hands revealing molten iron on them as the Detrovite chucked before declaring, "Perfect."

Rumble... Creak...

Taking action, Sixsix's additional robotic arms activated as the roof of the mill imploded in.

Ultimos and Synaptak floated downwards as a psychokinetic beam of energy surrounded Tini as the Galactic Enforcers confronted the bounty hunters.

"You capes never learn." Vulkanus mocked the Galactic Enforcers.

Whirrr... Rumble... THWOOSH!

A familiar large yellow ball with black stripes covering it charged towards Vulkanus as Cannonbolt declared, "You're wrong Vulkanus! Galactic Enforcers, a formation surprise party!"

Realizing what would happen, Sixsix turned around only for the Arburian Pelarota to ram into Sixsix.

CRASH! BOUNCE! THWOOSH!

Cannonbolt went flying off Sixsix as the bounty hunter was slammed into the railing as Ultimos then loudly shouted, "Galactic Enforcers, engage!"

Chaos then occurred as Tini slammed down near Vulkanus and began using her massive arms to beat the Detrovite to a pulp.

CLANG! CRASH! WHAM! CRACK!

Finishing her combo off, Tini sent Vulkanus flying in the air as Ultimos then flew in and tackled the Detrovite mid-air.

WHOOSH! THUD!

Creak...

At the same time in the control room of the Steel Mill, Ben, Gwen and Max rushed into the control room as Gwen walked over to the console.

"Do you even know how to work this thing?" Ben asked Gwen who explained back, "Making steel is like baking a cake. Mess up the recipe and the Element X won't bond to it."

Max smiled slightly as Gwen pressed a lever on the control console.

At the same time...

Whirrr... BLAM! Rumble... BOOM! THWOOSH!

Cannonbolt still in his ball form rolled past various energy beams that Sixsix was unleashing as the bounty hunter fired all his alien weaponry at once hoping to hit Cannonbolt.

CLANG! THWOOSH!

"Missed me!" Cannonbolt taunted Sixsix who activated his missile feature in response and fired a series of homing rockets towards the Arburian Pelarota.

CRASH! BOOM! BLAM! KA-CRASH!

Various explosions narrowly missed Cannonbolt as he then bounced off a pipe and went flying back to Sixsix.

BONK! THWOOSH!

Having analyzed Cannonbolt's attack pattern, Sixsix deactivated his projectile weaponry and took out a small pink blade.

As Cannonbolt rolled towards him, Sixsix slammed the blade into Cannonbolt's ball form.

CLANG! WHAM! THWOOSH!

"URGH!" Cannonbolt screamed in pain as the force of the impact sent him out of his ball form and back to his humanoid state before he tumbled over into a vat of molten goop.

Panicking, Cannnonbolt attempted to grab the sides of the vat only for a blue energy beam to surround him.

BZZTT! WHOOSH! ZAP!

Confused, Cannonbolt looked around and spotted Synaptak floating him in the air before he turned around and fired a blue energy beam from his mind towards Sixsix.

BZZTT! WHOOSH! ZAP! BLAM! CRASH!

Sixsix was sent skidding onto the ground as Synaptak then floated Cannonbolt out of the vat who said to Synaptak, "Thanks for saving me."

"You're welcome," Synaptak replied as the two floated to the side on a nearby balcony.

CRASH! WHAM!

At the same time, Ultimos continued to beat up Vulkanus as the Detrovite attempted to fight back only for Tini to run past Ultimos and ram into Vulkanus with teamwork.

THUD! CLANG! CRASH!

Vulkanus surprisingly managed to send both Tini and Ultimos onto the ground briefly as the Detorvite prepared to finish off Ultimos.

CLONG! SMASH! WHACK! THUD! WHAM!

Tini however quickly recovered and charged towards Vulkanus and used her four arms to grip him into a body grab.

GRAB!

"Let go of me!" Vulkanus complained angrily as Ultimos also recovered and aimed his fist right towards Vulkanus's face in an uppercut attack.

WHOOSH! CRASH! SPLASH!

Blood flew out of Vulkanus mouth as the strong uppercut sent the Detrovite flying through the air into a vat of molten steel magma.

Meanwhile...

Cannonbolt and Synaptak were on a nearby balcony as both of the alien heroes confronted Sixsix.

Not wanting to give up, Sixsix once again got a new weapon from his ever-growing arsenal.

A red coloured electrical energy whip.

ZAP! SPARK!

The energy whip sparked violently as Sixsix hurled the weapon towards Cannonbolt and Synaptak.

"Watch out!" Cannonbolt yelled in shock as he narrowly dodged the weapon as the Synaptak became trapped by the weapon.

"ARGH!" Synaptak screamed in pain as the electrical energy zapped around him.

Angered by what Sixsix had done, Cannonbolt sprinted towards Sixsix and morphed back into his ball form.

Whirrr... Rumble... THWOOSH! CRASH!

The Arburian Pelarota then slammed into Sixsix once again as the bounty hunter dropped the electrical whip weapon onto the floor as an unconscious Synaptak landed on the balcony.

Seeing that Cannonbolt needed help, Tini and Ultimos ran off to help as Ultimos remarked, "Whoa, this is exhilarating, isn't it? No plan, no rules, no..."

WHOOSH! GRAB! KA-BOOM!

Tini then gasped and grabbed hold of Ultimos as the two skidded across the floor having narrowly missed being crushed by a gigantic glob of melted iron ore.

THUD! SPLAT!

Vulkanus slowly emerged from the tub of molten goop covered in magma and blood from his mouth.

Shaking his head, Vulkanus then looked upwards and spotted a lift coming above him.

Looking further away, he spotted the Tennyson trio in the control room as Vulkanus glared.

In the control room...

"Urgh..." Ben groaned feeling slightly bored as he watched Gwen operate the controls of the crane.

Peeking out of the window, Ben then spotted a large molten steel ball heading right for the group.

"Everyone, get back!" Max shouted out to Ben and Gwen as the ball of magma slammed into the control system.

CRASH! BLAM! SPARK! ZAP! Rumble...

The control system was catastrophically damaged as Gwen then informed Ben and Max, "The controls are smashed! I can't mess with the mix from here!"

BLAST! THUNK! BLAM! BOING! WHAM! THWOOSH!

Cannonbolt continued to roll and avoid the various laser beams that Sixsix was firing before the Arburian Pelarota appeared behind Sixsix and slammed into the alien bounty hunter's back.

CRASH! THWACK!

Sixsix toppled onto the balcony finally beaten as Cannonbolt morphed back to his humanoid form panting in exhaustion before he muttered, "And stay down for good."

Turning his head, Cannonbolt then spotted Vulkanus about to place the Element X in the molten magma as Synaptak was knocked out as well.

Below the molten container, Tini and Ultimos watched as Vulkanus prepared to make the bomb.

Not taking any chances, Tini grunted loudly and used her Tetramand strength to slam her fists onto the ground.

KA-CRASH! Rumble...

The molten pot shook significantly as rubble and debris scattered across the ground whilst Vulkanus then dropped the glass container with the Element X inside.

Taking action, Cannonbolt briefly thought, _"Nice! This is my chance to end this once and for all!"_

Sprinting forward, Cannonbolt then morphed back into his ball form and jumped upwards.

Whirrr... Rumble... THWOOSH!

Immediately, Cannonbolt morphed back to his normal humanoid state and landed on the ground clutching the Element X container before he dropped it on the ground.

Clang! HISS!

"Ow! Hot! Hot! Hot!" Cannonbolt complained as he clutched his hands in pain as smoke hissed off them.

But once again, Vulkanus and Sixsix were determined to prevent Cannonbolt from winning.

WHOOSH! ZIP!

Leaning down, Cannonbolt then spotted Vulkanus and Sixsix confronting him before Cannonbolt sighed and pointed out, "Why is it always hard with creeps like you?"

Running forward, Vulkanus chased after Cannonbolt whilst Sixsix opened up his robotic hand and fired a bolt rope from it.

Flick! WHOOSH! GRAB! THUD!

The bola rope then expanded and ensured Cannonbolt's small legs causing him to fall over and crash onto the floor as the Element X container rolled out nearby.

"Gah!" Cannonbolt grunted in pain as he felt Vulkanus giant foot crush his back as the Detrovite grabbed hold of the Element X container and retreated.

But things just continued spiralling into a battle for the Element X container.

First, Synaptak had recovered and fired a blue energy beam towards Sixsix.

BZZTT! WHOOSH! ZAP!

The blue psychokinetic beam dragged Sixsix towards the ground as Ultimos flew towards Sixsix with Tini in tow.

WHOOSH! CRASH! WHAM! CRACK!

As usual, Sixsix tumbled onto the ground as Tini then landed near him with Ultimos and Synaptak surrounding Sixsix.

The Galactic Enforcers then charged towards Sixsix who calmly tapped his gauntlet.

WHOOSH! BOOM! THUD! CRASH!

A red sonic pulse erupted from the gauntlet as the Galatic Enforcers were sent scattering across the chamber away from Sixsix.

Vulkanus then ran up some stairs clutching onto the Element X container as he prepared to finish making the bomb.

Thankfully, Synaptak recovered again and spotted the molten steel bucket onto the railing and fired a psychokinetic beam towards it.

BZZTT! WHOOSH! ZAP! CRACK! SNAP!

The steel bucket with the molten magma in snapped from the lift and was levitated downwards by Synaptak as Tini blocked Vulkanus and Sixsix from escaping again.

"Just stay still you damn bounty hunters!" Tini snapped finally losing her patience as she uppercutted the Element X container.

SMASH!

"NO!" Vulkanus screamed in shock and anger as both bounty hunters had lost the goal they had been seeking.

Seeing his opportunity, Synaptak then used his psychokinesis to knock the steel bucket over whilst Ultimos breathed in and unleashed his frost breath on the alien bounty hunters.

Creak... SPLOSH! SPLAT! WHOOSH! FREEZE!

The combination of hot magma reacting with a frosty substance ended up freezing Sixsix and Vulkanus in a molten steel prison as thick steam covered the area briefly before it faded.

Despite Vulkanus and Sixsix attempting to break free, the bounty hunters were finally beaten as Cannonbolt then rolled up from the ground and landed on the platform near the other members of the Galactic Enforcers.

Whirrr... Rumble... THWOOSH! THUD!

"Don't know if it's art. But I like it." Cannonbolt grinned smiling slightly as the Galactic Enforcers observed their handiwork.

Ten mins later...

Ultimos used his strength as the leader of the Galactic Enforcers carried the trapped bounty hunters away whilst Tini and a now back to normal Stan were talking.

"Listen about that whole Tetramand thing, I know you wanted to me turn into Four Arms, but I still can if you want me to," Stan explained to Tini.

"It's okay, Stan. I have found a new partner." Tini replied to Stan as Synaptak floated near her and placed one of his tentacles around her right shoulder.

"Check out the frontal lobes on him," Tini spoke blushing near Synaptak who smiled as the new couple walked off whilst Ultimos walked over to Stan.

"Stan, your unorthodox methods are exactly what we need to defeat this new breed of criminals," Ultimos stated to Stan before he leaned down and handed Stan a badge from his pocket finishing off with, "We officially extended to you full commission in the Galactic Enforcers."

Stan carefully grabbed hold of the white paper badge which had the logo of the Galactic Enforcers on it before he replied, "Thanks, but no thanks."

Confused, Ultimos watched as Stan handed back the badge explaining to him, "I'm already part of a super team. And besides, you three seem like a great team and I don't think I'm ready to leave Earth yet."

"Keep it, In the hopes that we can meet again someday." Ultimos informed Stan who smiled and stated, "Why wouldn't I keep it?"

Nodding back, Ultimos regrouped with Tini and Synaptak and the trapped bounty hunters before he turned around and faced the group of Humans.

"Galactic Enforcers away!" Ultimos loudly boomed as the teleporter beams activated with the group of aliens heading back into space.

ZAP! WHOOSH! FLASH!

"You mean all that stuff you said to Ultimos about us being a super team?" Gwen then asked Stan.

Turning around, Stan informed the group, "Of course, I'd never leave you three behind. And I kinda want to stick to Earth instead of being dragged off into space."

The group then smiled happily as Max suggested to everyone, "Let's leave this quarry behind before someone notices we're here."

Agreeing with Max, the kids followed Max as the group walked out of the quarry.

Near the back of the group, Stan pondered thinking, _"With everything that's happened today, the idea of a team of superheroes that are from Earth and coming together does sound plausible. But then again, who knows?"_

Shrugging, Stan stopped thinking and continued walking with the group.

All seemed quiet as they left except someone was watching them.

A pair of high-tech binoculars were watching the group as a certain archer observed Stan from afar.

The archer had short cut brown hair and had amber eyes along with a light skin tone.

His clothing merely consisted of a black bodysuit with blue gauntlets and thick black boots with a string of arrows being located near his holster whilst a custom made black bow was present on his back.

This is Hawkeye aka Clint Barton, an agent of Shield and a master archer who is one of the best if not the best archer on Earth.

Placing the binoculars to the side, Hawkeye activated an ear radio lodged in his ear before speaking into it, "Coulson, I've just found Hopkins and the Tennyson group over."

"Well done, Barton, Fury wanted you to follow and observe the group from afar without interfering unless it's necessary. Saves me from following that group all the time when I can focus on other jobs." The familiar voice of Phil Coulson explained through the radio.

"Thanks, Coulson, But still I am worried for the kid who has this Omnitrix thing. I mean all the other jobs were for older people, he's only ten years old right?" Hawkeye asked Coulson.

There was silence on the other end as Coulson admitted to Clint, "I know he's just a kid, but there's not much else we can do without revealing ourselves. Secrecy is the best route to go for with young superpowered individuals. Plus it's on Fury's direct orders."

Sighing reluctantly, Hawkeye then stated, "Alright, thank you, Coulson. Take care."

"I will, you too." Phil Coulson informed Hawkeye as the radio went silent.

Flick!

Looking around the desert quarry, Hawkeye muttered in disbelief, "I still can't believe a kid can transform into aliens."

 **Author's note: So what did you think of this chapter of Stan 10? I was able to fill this chapter up with quite a few references and shout-outs whilst keeping the episode light-hearted and rather fun as well.**

 **One other thing I should mention is the presence of Hawkeye, as time will go on, Stan will eventually end up crossing paths with new people and this will change things for him...**

 **But I'm not going to spoil anything though.**

 **Until next time! Bye readers!**


	19. Chapter 19: Camp Fear

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Hey readers, here is the next chapter of Stan 10.**

 **This chapter was fun to write mainly because it is set at night which allowed me to create a more creepy ambience then the episode's set during the day.**

 **Wildvine also debuts in this chapter as Stan's thirteenth alien, so it will be interesting to write future events with this plant alien.**

 **Anyway, let's get started, shall we and remember to Read, Review and Favourite!**

 **Update: Fixed some spelling errors with the Thinking lines.**

Italics: _Thinking._

Previously on Stan 10: The group had proceeded to the industrial city of Pittsburgh.

Whilst there, the group encountered another old foe, the bounty hunter Sixsix along with a new foe, the Detrovite known as Vulkanus.

Thankfully, the group also met a team of alien superheroes known as the Galactic Enforcers.

Working together, the combined effort's of both groups were enough to prevent Sixsix and Vulkanus from making a powerful bomb with Element X and Iron Ore.

The Galactic Enforcers then offered to let Stan join the team, but he ultimately declined.

Now moving on from Pittsburgh, the group will discover a new underground menace which seeks to conquer Earth...

Chapter 19: 'Camp Fear.'

ZAP! Rumble... Howl...

It was a miserable, wet and cold evening as the Rust Bucket rumbled across a high road on a mountainside as the full pale moon illuminated the murky sky.

In the Rust Bucket near the front seat, Max was struggling to see out of the RV as the windscreen wipers frantically cleared off the thundering rain that slammed onto the windscreen blurring the window.

"Why did I have to drive the Rust Bucket in this weather out of all days?" Max muttered in disbelief not enjoying the day so far as his eye twitched due to Ben and Gwen arguing.

Next to Max was Stan, who was sat down reading a copy of The Flash number 201 in the graphic novel series.

Looking closely, Stan was shown to have stuffed some small cotton wool in both of his ears to read the graphic novel in silence.

 _"Is it just me or do some of the aliens I can transform into seem very similar to the characters from DC comics and some video game series I like? Guess life imitates art."_ Stan mused in his head as he carefully flicked through the pages of the comic book not listening to Ben and Gwen.

Nearby, Ben and Gwen were sat on opposite ends of the side booth arguing as per usual.

"Change it!" Ben angrily complained to Gwen who replied, "No way! You change yours!"

Rolling his eyes, Ben rubbed his feet as Gwen ranted out reading a party catalogue, "Sorry, but I already picked the cake, colour-coordinated the balloons and sent the invitations."

Finishing her rant, Gwen handed Ben a party invitation card.

In response, Ben tossed the card onto the floor before he asked Gwen, "Who plans their birthday party six months in advance?"

"The one who gets to celebrate it on her actual birthday this year!" Gwen bluntly reminded Ben as he placed his right foot on the table where a hole in his sock was visible.

Then, Ben began rubbing his foot with his hands as Ben explained, "I don't think so. Grandpa promised me he's taking me to laser tag for my birthday this year."

"But you can't miss my party, Grandpa!" Gwen complained to Max who finally lost his patience as Stan calmly continued to read his comic book.

"You two have shared the same birthday for ten years! And if you don't stop arguing, none of you will make it to eleven!" Max shouted out loudly before he noticed Stan with the cotton wool in his ears.

"Stan! Quit fooling around and remove the cotton wool!" Max then called out to Stan who didn't reply in response.

Seeing no choice, Max then tapped Stan on his shoulder.

"Huh?!" Stan muttered in confusion as he dropped the comic book and quickly removed the cotton buds from his ears.

"Finally, don't mess around by sticking cotton wool in your ears Stan," Max ordered Stan who froze in shock and nodded briefly.

With things calming down, Max then leaned down and grabbed hold of a medical container near an empty drink.

"Here, Ben, try this on your foot. It gets rid off all kinds of fungus." Max informed Ben as he tossed the medical container to Ben.

Stan watched as Ben then grabbed hold of the medical container and asked in confusion before boasting, "Athlete's foot powder? Well, I am an athlete."

"Athlete's foot?" Stan muttered in horror as he recalled getting sick a few weeks ago during the incident with Clancy.

As Stan gagged slightly, Ben began putting the medicine on his itchy foot as Gwen remarked, "More like an athletic supporter if you ask me."

Ben stuck out his tongue at Gwen in response and continued placing the yellow medicine on his sweaty shoe as Stan sighed and looked out the front window.

SCREECH! WHOOSH!

The Rust Bucket screeched around a corner as spray splashed onto the windscreen as Max and Stan then spotted someone walking across the cliffside obscured in the shadows.

The person was a young obese boy around 10 to 11 years of age who had light brown hair and matching brown eyes with a light skin tone.

He was wearing a pair of muddy trainers, a pair of green shorts and a light green t-shirt which had a camping symbol on it with a towel draped around his neck.

Finally on the green shirt was a name tag that identified his name as Gilbert.

Looking towards the Rust Bucket, Gilbert panicked screaming out, "They're coming! Help me!"

"Holy crap! Max watch out!" Stan shouted out to Max in shock as Max quickly reacted and slammed his foot on the brake of the Rust Bucket.

SCREECH! Rumble... WHACK! THUD!

Ben and Gwen had no choice but to hold on tight to the table and side booth as loose objects flew across the Rust Bucket with Stan and Max nearly being flung out of their seats.

"Grandpa!" Ben and Gwen yelled at the same time as Max then pulled the steering wheel sidewards as he shouted out, "Hold on!"

SCREECH! WHOOSH!

The Rust Bucket skidded to the right as the large RV sent water spray flying to the side as Gilbert narrowly managed to jump and avoid being hit by the huge vehicle.

Unfortunately, the wind generated by the tail-end of the Rust Bucket caused Gilbert to go tumbling across the road before he accidentally plunged off the cliffside.

WHOOSH! CRASH! GRAB!

"ARGHH!" Gilbert panicked as he frantically managed to grab hold of a loose branch that was plunged into the cliff.

Immediately, the Rust Bucket screeched to a halt as the side door slammed open and Stan ran out of the RV.

SCREECH! WHOOSH! THUD!

Rain poured down on Stan as his clothes became soaked whilst his glasses slowly became foggy as he breathed slightly as Ben and Gwen watched him from inside the RV.

"Stinkfly to the rescue!" Stan declared as he activated the Omnitrix.

BEEP!

The green core popped up as Stan quickly tapped down the core not knowing that the dial was still on Cannonbolt's icon.

FLASH!

A bright green light covered Stan as he transformed into Cannonbolt with the green light quickly fading.

Looking around, Cannonbolt spotted his yellow blocky arms and muttered in annoyance, "Great... I still had it stuck on Cannonbolt. Stupid..."

"What are you waiting for?! Go get the kid!" Max reminded Cannonbolt who quickly nodded back and sprinted off to the cliff.

Whirrr... Rumble... THWOOSH!

Cannonbolt's ball form quickly appeared as the Arburian Pelarota rolled into the ball and rumbled over to the cliff.

ZAP! FLASH! Creak...

Thunder and thick rain poured onto Gilbert who tightly held onto the branch as it finally gave way and broke.

SNAP!

"ARGH!" Gilbert screamed in shock as he plunged into the thick jagged forest below him as Cannonbolt then leapt over the cliff face.

WHOOSH! Whirrr... Rumble... THWOOSH!

Cannonbolt then morphed back to his humanoid state and grabbed hold of Gilbert yelling, "Gotcha!"

Whirrr... Rumble... THWOOSH!

The Arburian Pelarota then morphed back to his ball form and rolled down the cliff face bouncing off the dirt ground and a nearby tree which creaked and fell over.

BOUNCE! CRASH! BANG! WHOOSH! Whirrr... Rumble...

Cannonbolt then landed near a flowing river as he unmorphed from his ball form and sat on his back with Gilbert laying on him.

"Oh man... That was intense..." Cannonbolt briefly thought as his yellow pillbug eyes then spotted Gilbert shake his head as water sprayed onto the floor.

"You okay?" Cannonbolt asked Gilbert who merely froze and screamed out, "ARGH!"

"Argh! Quit screaming!" Cannonbolt angrily complained before Gilbert stopped screaming and fainted dramatically.

"I'll take that as a no then," Cannonbolt remarked to himself as he slowly rolled back into his ball form.

Nine minutes later back in the Rust Bucket...

The group was inside the Rust Bucket as Stan finished drying off his hair with a towel before he discarded it to the side before he muttered, "Much better."

Turning around, Stan spotted Max, Ben and Gwen near the sofa where a knocked-out Gilbert was placed.

"Just a few scrapes and bruises, that's good. But he's out cold." Max informed the kids after he analyzed Gilbert's condition.

"What's he called?" Stan asked Max as Gwen pointed out the name tag saying, "His name's Gilbert."

"Whoa! How'd you know that?" Ben asked Gwen who explained, "Women's intuition."

"That, and he's wearing a name tag," Max spoke to the kids as he pulled the towel off Gilbert's name tag revealing his name tag.

"Can I get closer please, Max?" Stan asked Max who replied, "Yeah, sure."

As Max moved back, Stan leaned in and looked at Gilbert's uniform as his blue eyes picked up a tree symbol near his left shoulder whilst a sickly purple rash was on his arm.

"A forest symbol near a name tag? Is there some kind of camp around here?" Stan examined Gilbert before he turned around and looked at the others.

"He must go to Camp Opinicon. That would certainly explain his clothing." Gwen then spoke agreeing with Stan as Ben noticed the sickly purple rash.

"Urgh, that is one scary looking rash." Ben groaned in disgust as he tapped the rash multiple times with his finger as Gwen stated, "It's some kind of fungus."

"I saw the sign for the camp a little way's back. They must have a nurse." Max suggested to the others as Stan nodded and said, "Agreed, looks like things are getting interesting again."

Fifteen mins later...

The Rust Bucket drove off the cliffside road and into a nearby wooded forest on a dirt road as the Rust Bucket drove into Camp Opinicon underneath a large wooden sign.

The campsite was large and consisted off several wooden buildings that were in a nearby clearing with a large wooden climbing structure in the centre of the camp near some archery targets.

SCREECH! WHOOSH!

The Rust Bucket was parked up to a large mess hall which was the biggest wooden building on the site.

The side door then slammed open as Max lead the kids into the mess hall.

Creak...

Stan opened the double doors into the mess hall and peered inside noticing that the building was abandoned with no sign of any recent human presence.

The entire mess hall was illuminated with bright light from the ceiling as various tables, chairs and food pots were dumped all over the floor and the room.

Further ahead at the back of the dining room was another pair of double doors leading into the kitchen with various posters and pictures located on the walls of the mess hall.

"Hello? Anybody home?" Max called out loudly for anyone else in the mess hall.

Rumble... Howl...

The wind howled outside in response as the mess hall groaned and creaked due to the strong weather slightly as the group began examining the mess hall for clues.

"This place is like something you'd see in a horror movie." Stan briefly mused as he looked around in the debris field of scattered objects, food and drink.

"Whoa, looks abandoned." Ben bluntly pointed out as Gwen crossed her arms before saying, "Yep, definitely abandoned."

Looking over the debris field of objects, Stan's nose smelt some fresh food.

Sniff... Sniff...

"Food?" Stan murmured in confusion as he spotted a nearby plate of fresh spaghetti and meatballs.

Walking over to the spaghetti, Stan placed his right hand over the food and felt some moist steam slowly rising from it.

"Food is still warm. Seems like whoever was left here ran off in a hurry." Stan briefly explained to the others as Max then said, "I don't like this... Something feels off about this campsite. And trust me as a Plumber, I've had my experience with deserted locations like this."

Rumble...

And then a massive bolt of lightning and thunder rippled across the area plummeting the mess hall into pitch blackness.

ZAP! SPARK!

"Guys?!" A panicked Stan called out loudly as Max then advised everyone, "Stay calm, I'll turn on my light."

Stan froze not moving as Max activated his flashlight and illuminated the mess hall.

Flick!

Using his flashlight, Max spotted Stan sighing in relief in the beam before he turned it to Gwen who crossed her arms and was looking annoyed before he then turned it to Ben.

Slurp! Chomp! Crunch!

Ben was sat down at the table and was hungrily consuming the spaghetti and meatballs with red sauce on his lips.

Noticing Max staring at him, Ben protested his actions saying, "What?! I'm hungry!"

Not wanting to deal with Ben's antics, Max handed out a flashlight to Ben and Gwen informing them, "Here. You two can share."

"Don't we share enough already?" Ben complained to Gwen as he grabbed the flashlight from Max and turned it on.

Flick!

"Will you let it go?!" Gwen then asked Ben who responded with, "Only if you do first!" as Gwen got in Ben's face and ranted out, "Never!"

Fed up with Gwen and Ben constantly arguing, Stan intervened walking between them suggesting, "Look, whether you two have the same birthday or not. I don't care right now. So quit arguing all the time and work together just this once!"

"Well then never plus one!" Ben then angrily ranted as Max sighed unhappily fed up with the kids constantly arguing.

SMASH! CLANG!

A loud crash was then heard from the kitchen as everyone froze and stared at the kitchen in shock aiming the flashlight beams at the double doors.

Confused, Max and Gwen then walked forward only to notice a shadowy figure emerge from the light.

Freezing in fear, Gwen and Max then noticed Ben holding the flashlight whilst Stan was using his hands to make shadows with them.

"Gotcha." Ben giggled slightly as Gwen groaned and slapped her hand with her forehead as Max looked at Stan who said, "What? I'm just having a bit of fun."

Moving near the double doors, Max looked inside the glass window with his flashlight and saw that it was empty as he slowly opened the door.

Creak... Rumble...

Thunder was heard outside again as the group entered the deserted kitchen which had kitchen equipment and devices not being used.

Similar to the mess hall, various debris was all over the floor including some empty bowls of food and a cracked glass jug on the floor.

"Ben with me," Max informed Ben who moved away from Stan and Gwen who went down the opposite side of the kitchen.

Walking ahead, Stan carefully observed his surroundings as Gwen stuck close to him.

BANG!

Something then crashed onto the floor as Gwen panicked and walked over to Stan and clung onto his left arm not thinking properly.

"Sorry!" Ben called out as the object was shown to be a knocked over the pan as Max said, "Ben! Quit messing around and stay quiet."

Ben nodded back and walked further ahead with Max as Stan realized that Gwen was clinging onto his left arm.

Blushing slightly around his cheeks, Stan then asked Gwen, "Hey, what's wrong?"

Knowing she had touched Stan's arm, Gwen retracted back her hands and replied, "I'm not the biggest fan of the dark. It's really scary..."

"Trust me, Gwen, I know how you feel with deep water, but I'm trying to work getting over that fear," Stan spoke to Gwen before he finished with, "Maybe you can get over your fear of the dark as well."

Gwen nodded back and thanked Stan for saying, "Thanks, Hopefully, I can."

Walking near the end of the kitchen, Stan aimed his flashlight in the corner with Gwen and spotted two pale eyes staring at them.

"GAH!" Stan gasped in shock as he dropped the flashlight onto the floor.

THUD! Creak...

The impact of the flashlight shined on the two individuals who were hiding as they were revealed to be a pair of young twins around six or seven years of age.

Both twins had light brown hair and light blue eyes and wore Camp Opinicon t-shirts with both of them donning different shorts and trainers.

Both twins were also different genders and had different hairstyle's as well as they both asked, "Is it safe to come out?"

Stan smiled happily whilst Gwen couldn't help but grin slightly as Ben and Max approached the twins as Max asked them, "Are you two okay?"

"For." The boy twin began as the girl twin finished with, "Now."

"What happened? Where did everyone go?" Max asked the twins hoping for some clue as to what happened at the camp.

Shrugging, the boy twin explained, "We heard something outside but..."

"We were too scared to come out." The girl twin finished as a happy Stan then muttered, "Aw... I've always wanted a little sister... Anyway, what are your names?"

"I'm Andy," The boy twin replied as the girl twin stated, "And I'm Mandy."

"We're twins!" They both then spoke as they indicated to each other.

"Well, I'm Stan, and this is my best friend Ben and my other friend Gwen and this is Max," Stan replied introducing the other members of the group.

ZAP! Rumble...

Thunder then rumbled outside as Andy and Mandy panicked and they hid behind Max whimpering in fear.

"Where's the camp nurse?" Max asked the young twins gently as Andy told Max, "Gone..." As Mandy finished with, "With all the others..."

"Don't worry, you're not alone. We picked up Gilbert off the roadside in an Rv, you'll be safe there." Gwen then informed the young twins as Ben nodded in agreement.

"Hmm..." Max murmured as he noticed a nearby phone connected to the wall that was beeping.

Walking over, Max left the kids briefly and proceeded to the phone and placed it to his ear.

Beep...

The phone line was silent as Max sighed muttering, "Ah... Damn it, The storm must have taken out the phone lines. And there's no cell phone reception either."

Turning around, Max suggested to the kids, "Let's get back to Gilbert. We'll drive him to the nearby town."

A few mins later...

Creak...

The side door of the Rust Bucket opened up as a soaking Stan clambered in along with Ben, Gwen and the twins following after him as Max closed the RV door.

"ACHOO! Ah, nuts... I hope I don't catch a blasted cold again." Stan sniffed as he wiped his nose with his hands briefly as Ben and Gwen shivered near him with the rain outside finally stopping.

Opening up the nearby wooden cupboard, Max found a pair of dry towels and handed them to the kids saying, "Here to help you dry off."

Stan, Ben and Gwen got one towel whilst the young twins got the other one as Max apologised, "Sorry, but I've only got two clean ones."

Immediately, tension occurred between the three older kids about who would get the dry towel as the twins shared their towel.

"That's okay." Andy said as Mandy happily declared, "We'll share."

As Andy and Mandy snuggled up together to dry off, Stan, Ben and Gwen were in a tug of war on three sides.

"Let go!" The older kids shouted at the same time as Gwen pulled the towel on the left side whilst Ben pulled it on the middle as Stan dragged the towel in the middle.

Disappointed with the older kids behaviour, Max said, "Huh, A couple of kids I know could learn a thing or two from you guys." Max informed the young twins walking to the driving seat as he rubbed their heads walking past them.

"Who?" Ben and Gwen asked Max at the same time as Stan continued pulling on the towel until...

RIP! SNAP!

The towel was then ripped slightly as Stan managed to grab it and quickly dry off his hair before Gwen and Ben started tugging on it again while Max sat down in the driving seat and strapped himself in with the seatbelt.

Fumbling around in his pocket, Max took out a key from his pocket and carefully placed it in the ignition socket and turned the key.

SPLUTTER! HISS! Rumble...

The Rust Bucket failed to start as Max frowned in annoyance and undid his seatbelt before he walked outside.

Creak...

Pulling open the hood of the Rust Bucket, Max observed that the engine of the RV was covered in a thick green fungus with plant life on it as the eerie forest was very quiet with the only ambience being animals and insects in the distance.

"Huh, the engine's covered in some kind of fungus," Max muttered to himself before he closed the hood and informed the kids in the RV, "Well, looks like we're hunkering down here a while."

As Max walked back to the Rust Bucket, something rustled nearby in the forest.

Rustle... Rumble...

Watching over Max was two small mushroom aliens which hungrily glared their sharp teeth at the sight of fresh Human meat.

A few mins later...

The group exited the Rust Bucket as Max carried an unconscious Gilbert in his arms as Ben and Gwen stuck together whilst Stan walked near Andy and Mandy.

"Well, at least it's no longer raining, Still why is this camp abandoned?" Stan briefly mused before he heard something creak open.

Shaking his head, Stan noticed Max open a wooden door to a nearby cabin as the group stepped inside.

Catching up, Stan was the last person to enter the wooden cabin as Gwen closed the door behind them.

Creak...

The cabin itself was very small and had two bunk beds as Max carefully placed Gilbert onto one of the lower bunk beds.

"ZZZ..." Gilbert snored quietly as Max stepped back whilst Gwen and Stan watched him sleep with Andy and Mandy watched Ben climb onto the bed.

"Not again, Ah man..." Ben complained as he took off his right shoe and began scratching it again briefly.

Seeing no choice, Ben quickly took out the Athlete's foot powder from his pocket and poured the white medication over his itchy foot.

Andy and Mandy then peered up from the bed as Mandy asked Ben, "Athlete's foot?"

"Everyone gets it here." Andy then reminded Mandy.

Thinking that the group was safe, Max then informed the kids, "Now you kids remain put and keep an eye on Gilbert. I'll see what I can rustle up for us in the kitchen."

Max then exited the cabin as Gwen mumbled in horror, "Grandpa rustling up a meal?"

"Now that's a scary thought," Ben replied as he placed his right shoe back on.

Looking out the window, Stan then remarked, "Yeah, Max's cooking is bad, but it's odd because Max has a bizarre sense of taste."

Determined to find something edible, Gwen then ducked underneath the bed and found a care package as Ben slid off the bed and tried to grab it.

Turning his head around, Stan rolled his eyes as he watched Ben and Gwen tugging on the food container as Andy and Mandy also watched.

"Can't you guys just share?" The young twins asked Ben and Gwen gloomily as Stan then bluntly pointed out, "That's a good suggestion."

Gritting onto the care package, Ben explained, "Like sharing the same birthday with a relative every single year? You three don't get it."

"Ben, they're twins. As in born on the same day?" Gwen mockingly asked Ben who said, "I knew that."

Then, Gilbert finally reawoke and moved up from the bed.

"They're here! All around us!" Gilbert screamed.

The sudden shock caused Ben and Gwen to tumble onto the floor as the care package was sent flying across the area.

Startled, Stan moved back from the window as Andy and Mandy watched a nervous Gilbert before Gwen groaned and stated, "Who's here?"

"ARGH!" Max then screamed outside.

"That sounded like Grandpa!" Ben muttered in shock as Stan bravely declared, "Not on my watch!"

Running towards the door, Stan attempted to activate the Omnitrix only for Gilbert to leap off the bed and tackle Stan onto the ground.

WHOOSH! CRASH!

Shocked, Stan glared at Gilbert who warned Stan, "Don't go out there! They'll find you!"

Standing up, Stan then calmly stated to Gilbert, "Chill. I have a way with animal instincts."

To prove his point, Stan then opened the cabin door and stepped outside before he closed it.

Creak... THUD!

"Is he crazy?! He won't last five minutes out there!" Gilbert shouted out in shock.

"Don't worry, he's got more then what meets the eye," Ben informed Gilbert using a famous quote.

Turning to the other kids, Gilbert reluctantly wanted to help Stan but couldn't before he nervously whispered, "Okay then..."

Then, the telltale sounds of the Omnitrix beeping were heard outside along with a brief green flash of light outside the window.

BEEP... FLASH! WHOOSH!

Then a familiar orange and furry Vulpimancer sprinted past the window as Wildmutt began his search to find Max.

Several mins later away from Camp Opinicon...

WHOOSH! THUD! THUD! THUD!

"ROAR!" Wildmutt roared as the Vulpimancer sprinted through the woody forest searching for Max.

 _"It's been a while since I've used Wildmutt, I mean a lot of unlucky things tend to happen this alien, so I've pushed him back significantly. He's still useful though."_ Wildmutt briefly thought to remember the bad events that happened to him.

No longer thinking, Wildmutt then sprinted into a nearby wooded area and spotted some odd mushrooms growing on some nearby trees with the familiar fungus being present as well.

Curious, the Vulpimancer stopped running and used his senses to sniff the area for any unusual signs of life or Max's trail he had left behind.

Sniff... Sniff...

Smelling Max's trail, Wildmutt then looked up and spotted an abandoned construction crane on a large hill.

 _"More human ruins? Max must be somewhere around here."_ Wildmutt briefly thought before he growled, "GRRR..."

Wanting to find Max, Wildmutt sprinted up the dirt hill before he clambered up the top of the dirt hill.

Another world was waiting for the Vulpimancer who froze in shock and watched the landscape in awe.

Giant fungus mushrooms dotted the landscape in the pit with bizarre and unique alien plant life covering the remnants of the construction site with a giant hole leading into the depths of the Earth.

 _"I can't think of anything to compare this. But this is a very unique environment._ " Wildmutt mused as he carefully scaled down the dirt cliff into the pit.

Rumble... CRASH!

Landing in the alien biome, Wildmutt quickly sprinted past the alien plants not noticing the dirt ground move.

Rustle...

From the dirt ground, three green grassroots extended upwards as a pale green eyestalk from each living plant observed Wildmutt.

Carefully moving to the cavernous hole in the centre of the pit, Wildmutt peeked down into the dirt tunnel.

Various glowing plants covered the tunnel before a bunch of glowing purple tentacles then emerged from the tunnel.

WHOOSH! GRAB! WHACK!

Shocked, Wildmutt quickly turned around and tried to flee only for the large tentacles to ensnare him.

"RARGH!" Wildmutt howled in pain as the purple tentacles covered his throat and dragged him into the abyss.

 _"Why does crap like this happen to me whenever I'm Wildmutt?!"_ Wildmutt thought in his head as the purple tentacles dragged him into the dirt tunnel with various plants illuminating the tunnel.

WHOOSH! CRASH!

Wildmutt then landed on his front face first as the purple tentacles continued dragging him into the dirt tunnel.

Enraged, Wildmutt finally snapped having enough of being dragged by the tentacles.

"RARGHHH!" The Vulpimancer roared as he turned his body around sitting against the ground and began pulling against the purple tentacles.

SNAP! CRACK!

The purple tentacles then snapped away one at a time as Wildmutt then spotted something shocking.

Max who was hanging upside down and was caught by more purple tentacles.

Spotting Wildmutt, Max then yelled loudly, "Stan! Fre_ MPH!"

Purple tentacles then covered Max's mouth as the purple tentacles dragged him off further into the tunnel.

"ROAR!" Wildmutt growled in anger as he ripped the last purple tentacle off him with his sharp mouth.

CHOMP! CRACK! SPIT! THUD! THUD! THUD!

Spitting out the tentacle from his mouth, Wildmutt then sprinted off down into the dirt tunnel just as the Omnitrix symbol began beeping on Wildmutt's shoulder pad.

BEEP! BEEP! BEEP! FLASH!

A massive red light covered Wildmutt as he transformed back into Stan.

The next thing Stan knew was that he was tumbling down the dirt tunnel.

"Ooof!" "Ow!" "Urgh!" Stan grunted in pain as he skidded on the dirt floor with the Omnitrix now in its recharge mode.

SKID! CRASH! WHAM!

Landing on the dirt ground, Stan gritted his teeth and coughed out some dirt from his mouth before he muttered, "Damn it. Not now!"

Carefully recovering, Stan shook his head and looked around the dirt tunnel before he called out loudly, "Max?! Can you hear me?!"

Rumble... Creak... CRACK!

The dirt tunnel then groaned as some nearby mushroom plants then came to life.

Stunned, Stan watched in horror as the mushroom plants expanded and grew slightly gaining humanoid features such as two pairs of sharp teeth near the centre and animalistic green eyes.

The alien mushrooms surrounded Stan who moved back before speaking to the aliens, "Well... Nice to know new acquaintances... But... See ya!"

Immediately, Stan turned around and ran away from the hoard of mushroom aliens which began walking after Stan in a giant horde.

Sprinting around a corner, Stan tried to find the exit only for the dirt ground beneath him to start shaking again before it expanded.

Rumble... WHOOSH! CRASH!

"ROAR!" A giant green animalistic plant alien roared as it opened its giant mouth attempting to swallow Stan whole.

"WHOA!" Stan yelled in shock as he ended up balancing on the mouth of the alien before it chomped and crushed its mouth.

CRUSH! CHOMP!

The impact caused Stan to go tumbling off the alien as he landed onto the dirt ground laying on his back.

Having no time to think even for a second, Stan opened his blue eyes and spotted dozens of the mushroom aliens around him.

The mushroom aliens then jumped up and began dogpiling onto Stan one at a time.

WHOOSH! CRASH! THUD! WHOOSH! WHACK!

However, Stan was able to crawl away from the mushroom aliens as he got back on his feet and sprinted off again as the mushroom alien horde began chasing after him.

"Great, Killer plant aliens?! I wish I'd brought some weed spray with me!" Stan yelled loudly as his voice echoed in the tunnel.

Reaching the end of the tunnel, Stan narrowly dodged some purple tentacles and reached the cliff face into the pit.

Turning around, Stan briefly spotted the alien plant life chasing him before he quickly grasped his hands onto the rockwork and began climbing out of the tunnel using the stones to climb up.

It wasn't easy for Stan, however as realistically a person climbing out of a rock pit would struggle.

Finally reaching the top of the cliff face, a dirty and sweaty Stan dragged himself onto the dirt ground before he stood up.

Looking around, Stan spotted an abandoned bulldozer near the hole.

Grinning, Stan quickly ran to the bulldozer and opened the door before he clambered inside and sat down in the seat.

THUNK!

Closing the door, Stan looked over the control system of the bulldozer noticing dozens of levers and buttons before he panicked not knowing how to operate the crane.

"Oh... How do I work this thing?!" Stan asked in confusion as he tried to start the vehicle just as the hoards of plant aliens climbed out of the dirt pit.

Rumble... Flick!

The bulldozer then activated as Stan grinned and gripped his hands on the steering wheel before he noticed the plant aliens swarming him.

"You want me? Then come and get me, because I'm taking you guys out at the root!" Stan confidently declared as he slammed his foot down on the reverse gear.

SCREECH! WHOOSH!

The bulldozer accelerated back before Stan changed gears and slammed his foot down on the accelerator gear.

SCREECH! WHOOSH! CRASH! SQUELCH! CRUSH!

The plant aliens were crushed by the bulldozer and sent scattering to the side with most of the plant aliens plunging back down into the hole.

Smirking confidently, Stan reversed back the bulldozer as the purple tentacles then came back from the hole.

Slither... Creak... Crunch...

The purple tentacles quickly dragged around the bulldozer as Stan looked around in shock and managed to jump out of the seat and onto the ground.

CREAK! SNAP! CRACK! SHATTER!

The purple tentacles dragged the bulldozer upwards into the air as Stan scrambled away from the vehicle at a safe distance.

Turning around, Stan spotted the bulldozer and muttered under his breath, "Okay, so much for that idea."

WHOOSH! KA-CRASH! BOOM!

The purple tentacles then hurled the bulldozer into a nearby wooden outhouse which imploded into a massive pile of wooden debris and dust.

Not taking any chances, Stan began his long trek back to Camp Opinicon to warn the others.

Nearly ten minutes later back at the cabin...

The wooden cabin was quiet as Gwen stared out the window with Gilbert watching from the bed.

Ben was pacing around the cabin whilst Andy and Mandy quietly stared at the floor.

Creak... THUD!

Stan then opened the wooden door and entered the cabin exhausted as he closed the door shut and leaned against it.

"You won't believe it! There are..." Stan began explaining before Gilbert interrupted saying, "Killer mushrooms! Everywhere!"

"And they're taking over the camp!" Gwen then informed Stan.

Understanding what Gwen meant, Stan then said, "Right, but the alien plants have kidnapped Max!"

"Grandpa's been kidnapped by plants?! Oh man!" Ben muttered in fear before muttering that.

Silence gripped the room as Gilbert then saw his chance to explain the crisis to the other kids.

"They must be a dormant species that came alive when the camp dug in this new area. That's what I was trying to tell you when your RV almost ran me over! We've got to get out of here!"

"No way! We're not leaving Grandpa!" Ben then shouted strongly disagreeing with Gilbert's suggestion to flee the campsite as Gwen pointed out, "Make that both of us!"

Wanting to calm everyone down, Stan then stood up from the door and loudly shouted out, "Hey! Everyone calm down!"

All the kids stopped panicking as everyone looked at Stan who began explaining, "Thank you, now then this is the plan. We're going to find shelter from these plant aliens and we all going to work together as a team to survive this. Then, I'm going to find Max and rescue him."

"I'm sorry, but who put you in charge?!" Gilbert complained to Stan.

Deciding to reveal the truth, Stan bluntly declared, "The reason I'm in charge? I have the Omnitrix, an alien device that allows me to transform into twelve alien species for a brief period of time and right now, I'm the only one who can stop this mess. Understand?"

Gilbert froze in shock before he nodded to Stan as Gwen then muttered, "Why'd you tell Gilbert and the twins?"

"Because we're in an impossible situation and they deserve to know the truth," Stan replied to Gwen before he opened the cabin door.

Creak...

The group of six kids then ran out of the wooden cabin as Stan led the group with Ben and Gwen sticking near him.

"What do you think they want?" Ben asked in curiosity as Gwen then remarked, "I took this advanced botany class last semester. And..."

Rumble... CRASH! CRACK!

The ground then shook heavily as a massive white spore mushroom erupted from the dirt ground sending rocks and dirt everywhere startling the group.

"I think I have a pretty good idea, they want us for plant food. Run!" Stan then suggested to the group as the kids began running off from the plant aliens.

Rumble... CRASH! CRACK! Rumble... CRASH! CRACK!

More giant spore mushrooms plunged out of the dirt ground as the group retreated into the cabin they were in earlier.

Creak... CRASH! WHAM!

The wooden floorboard in the cabin then splintered as another giant spore mushroom swelled in size.

"Everyone out!" Stan ordered the group which quickly fled the wooden cabin just as it imploded and fell apart being reduced to a pile of wooden debris.

CRASH! CRACK! Rumble... Rumble... CRASH! CRACK! Rumble... CRASH! CRACK!

All over the campsite, various spore mushrooms cracked from the ground and grew all over the area until the ground finally stopped shaking.

A massive forest of white spore mushrooms now covered the entire campsite.

Looking around at the spore mushrooms, Stan then said, "Okay, they stopped."

"That's good right?" Ben asked Stan only for Gilbert to explain, "Actually, it's worse. Those are puffballs containing billions of mushroom spores. If those mushrooms mature and release their spores..."

"They could spread over the whole state!" Gwen realized in shock.

"Or even the whole country if not the planet," Ben muttered in disbelief.

Determined to prevent that from happening, Stan then bluntly informed the group, "That does it! I'm going XLR8 and I'm going to save Max and then I'm going to chop down this alien plant's down once and for all!"

"The only way to eliminate a mushroom is to destroy its Mycelium." Gilbert informed Stan who replied, "That's the brain right? Thanks for the heads up."

"You guys know way too much about mushrooms," Ben muttered under his breath as Stan then stated, "I'll see you all soon when I'll stop this infestation."

Walking away from the group, Ben and Gwen then followed after Stan as they both touched his shoulders.

"We're coming with you. He's our Grandpa too." Gwen spoke to Stan as Ben pointed out, "Same reason as Gwen."

"Look, I don't share the same things as you too, but you both don't have an Omnitrix," Stan remarked back as he displayed the Omnitrix on his right arm which had finished recharging.

Before Gwen could reply, Ben then pleaded to Stan, "Stan, I'm tired off being useless, please let me come with you so I can help Grandpa."

Not knowing what choice to make, Stan carefully thought about his decision before saying, "Okay, Ben you can come with me. Gwen, I need you to keep an eye on the other kids here okay?"

Gwen nodded to Stan and Ben before she said, "The pair of you, be careful."

"We will. Don't worry." Stan promised Gwen before he turned around as Ben followed him back into the forest.

Several mins later...

WHOOSH! ZIP!

XLR8 was racing through the forest as Ben gripped on the Kineceleran's back tightly with the two arriving back at the abandoned construction site.

SCREECH! WHOOSH!

Screeching to a halt, XLR8's mask flicked up as the Kineceleran and Ben noticed more giant mushrooms growing out of the dirt ground.

Rumble... CRASH! CRACK! CRASH! CRACK! Rumble...

"That's where Grandpa was taken?" Ben asked XLR8 who nodded and muttered, "This doesn't look good. Hold on tight."

XLR8's mask flicked down and covered his face as the Kinceleran ran off into the dirt tunnel with Ben holding onto his back.

WHOOSH! ZIP!

XLR8 sprinted down into the dirt tunnel that was covered by luminous plants in the tunnel.

Looking on XLR8's back, Ben spotted the various glowing plants in the tunnel as XLR8 once again skidded to a halt.

WHOOSH! SCREECH!

XLR8's mask flicked up as he called out, "Max!" As Ben shouted, "Grandpa, where are you?!"

Rumble... Crack...

More mushroom aliens emerged from the ground nearby as XLR8 flicked down his mask and ran off again.

WHOOSH!

Meanwhile back at Camp Opinicon...

Gwen's group of four ran behind a nearby target in an archery range as the white mushroom spores dominated the campsite.

Peering around the target, Gilbert saw that it was clear before he advised the group, "If we can make it to the dining hall, maybe we can barricade ourselves in the kitchen."

"And fight these things off with what? A spatula? Andy asked Gilbert who stayed silent.

Struggling to contain her fear, Mandy then covered her eyes with her hands and cried out, "We are so dead meat... Oh, I hate it, hate it, hate it here!"

Rumble... CRASH! CRACK! THUD!

The dirt ground then cracked as a giant green mushroom emerged from beneath the ground as Gwen and Gilbert tumbled off the mushroom and landed on the ground.

On the giant mushroom, the twins were left on top before it opened up with thick green vines trapping the kids before it swallowed the panicking twins whole.

SPLAT! SLURP!

Shocked, Gwen looked around before she spotted a pair of arrows along with a bow and ran over to it.

At the same time back in the dirt tunnels...

WHOOSH! SCREECH!

Once again coming to a stop in the tunnels, XLR8 looked around and discovered two opposing tunnels as Ben asked, "Which way?"

Still unsure of where to go, thick purple tentacles emerged from the roof of the cavern as XLR8 turned around and used his claws to slice them to pieces.

SLASH! SLICE! CRASH!

The purple tentacles landed on the dirt floor as XLR8 stated, "Keep your roots to yourself!"

Taking action, XLR8 then ran off into the right side tunnel.

Meanwhile back on the surface at Camp Opinicon...

THWIP! THUD! HISS! CRASH!

Gwen fired an arrow into the mushroom using the bow she had picked up before two more arrows sliced into the mushroom plant which gave out green gas.

"Bullseye!" Gwen shouted out in victory as the giant mushroom collapsed onto the dirt ground.

Quickly moving over to the green mushroom, Gilbert placed his arms into the dead plant alien and pulled out Andy who was covered in green goop and sweat.

SPLAT! SLURP!

Green goop leaked out of the mushroom as Gwen then reached inside the plant and pulled out Mandy who was also covered in green goop and sweat.

SPLAT! SLURP!

Mandy and Andy slowly recovered as the ground then began shaking again.

Rumble... CRASH! CRACK! Rumble... CRASH! CRACK!

More giant green mushrooms emerged from the ground as Gwen placed her bow and arrows onto the ground whilst Gilbert gulped and shouted, "Move it!"

As more green mushrooms continued to emerge from the ground, the group of four kids ran over to the rock climbing wall as giant green mushrooms surrounded the group.

Looking up, Gwen yelled to the kids, "We need to get to higher ground!"

"But the rock wall is for only for the older campers." Mandy then informed Gwen.

Rolling her green eyes, Gwen looked back and saw mushroom aliens appearing in the shadows before she exclaimed, "Call me crazy, but right now, I think some rules are meant to be broken."

Once again back in the tunnels below the Earth...

In a dark and damp tunnel, a dazed Max having been trapped in purple tentacle vines slowly opened up his eyes.

Observing his trapped area, Max spotted various bioluminescent alien plants glowing in the tunnel.

WHOOSH! SLICE! SLURP!

Some blue vines were then slashed by XLR8 as the Kineceleran entered the tunnel and spotted Max with Ben clinging onto his back.

"Grandpa!" Ben called out to Max as he leapt of XLR8's back as the Kineceleran's mask flicked up as he muttered, "Max?!"

XLR8 and Ben ran over to Max as the Kincecleran swiftly sliced the purple roots and began freeing Max.

SLICE! SLURP! SLASH!

"Stan... Ben..." Max groaned to the two as XLR8 stated, "Save your strength, I'll have you free in just a..."

BEEP! BEEP! BEEP!

The Omnitrix symbol on XLR8's chest then began flashing red as XLR8 muttered in shock, "No not now!"

FLASH!

A bright red light morphed XLR8 back into Stan who observed his normal Human body in horror as Ben then called out, "Look out!"

Thick purple tentacles then grabbed hold of Ben and Stan and separated the group as Ben was dragged to Max whilst Stan was hauled to another part of the cavern.

"Ah, nuts!" Stan panicked as Ben shouted, "Grandpa!"

The vision of both boys was then obscured blocking out Stan's view of Ben and Max.

At the same time back at Camp Opinicon a third time...

Gwen managed to scale the climbing wall as Gilbert, Andy and Mandy followed after her.

"Come on! We've got to keep moving!" Gwen ordered the other kids as the group got a view of the campsite.

The sky had now cleared up revealing the bright black sky with the stars shining in the evening.

Below the campsite was the massive mushroom forest with the empty mess hall being located on the west side of the campsite.

Looking up, Gwen spotted a zip line that would get the group across as Andy and Mandy then began arguing about who would use the zip line.

"Me first!" Andy protested as Mandy shouted back, "No, me!"

Annoyed, Gwen then ranted at the twins, "Does it matter?! Now zip it!"

Mandy was able to grab onto the zipline holder as she stuck out her tongue at Andy in response.

WHOOSH!

Mandy went down the zip line first as Andy followed behind her with Gwen carefully going next whilst Gilbert was last.

"ARGH!" Gilbert screamed as he plunged down the zip line with the group reaching the mess hall.

Yet again within the tunnels...

 **(Man, how many times have there been transitions this much? Four or more now?)**

Max, Ben and Stan were pinned against a rock wall by the purple tentacles in a damp part of the cave system.

"Stan, can you reach for the watch?" Max inquired to Stan who was attempting to activate it.

Beep... Beep... Beep...

The Omnitrix beeped negatively as it was still recharging with the green core popped up whilst Stan stated, "I'm trying. The core is stuck and it won't go down!"

"Seems like it needs more time to recharge," Ben suggested to Stan who accidentally managed to get the Omnitrix core tapped down with his right hand.

BEEP! ZAP! SPARK!

The Omnitrix core then glowed green as green sparks of electrical energy surged off it as Ben and Max watched on in shock.

Unable to handle the pressure of the unknown transformation, Stan felt his mind blacking out as once again his blue eyes flashed green briefly.

A bright flash of green light then covered Stan as a green vine-like substance began growing up his arm...

FLASH!

The Omnitrix core shrank into Stan's right arm as green vines slowly grew up and quite literally encased Stan's body in a large green cocoon that was the size of Heatblast.

The shaking cocoon mutated as two clawed arms with three fingers and one thumb grew out of it as Stan struggled to control his new plant-like form as it acted on instinct.

The claw-like arms then grabbed hold of the green cocoon as on each of his shoulders, two blue spore-like spheres grew from the green skin along with six black seed spores growing from his back.

Next, the bottom of the shell morphed into six plants like vines that acted as feet with the Omnitrix symbol then appearing on the alien's chest.

With most of the body formed, the plant-like an alien then grabbed hold the top of the green cocoon and peeled it back revealing a green humanoid face that had one dark blue eye in the middle of his face along with a mouth that had razor-sharp green teeth.

A sharp horn on his head with the green cocoon surrounding him acting like a venus fly trap also finished transforming with the cocoon stabilizing into place.

Finally, additional features that the plant alien had included thorns on his hands and viney legs with his green colouring being lighter in his chest.

The plant alien then glared before it stretched his arms back and hungrily snarled still encased in the purple roots against the cave wall.

Stan had become a Florauna known as Wildvine.

The green light slowly faded away as Max and Ben watched Wildvine emerge from the green light for the first time.

"What the heck is that?!" Max muttered in shock as Ben remained speechless.

Shaking his head, Wildvine's blue eye observed his new body before he replied to Max in a thick and gravely plant-like voice, "Beats me, I've never been him before."

"Can you try and break out of the roots?" Ben asked Wildvine who said, "I'll try, but it won't be easy."

Looking over his green body, Wildvine grunted slightly as he focused his body when...

SLICE! THUNK!

Several sharp thorns then grew from Wildvine's body as the Florauna then broke free of the roots and landed on the ground.

Impressed with his new plant-like abilities, Wildvine stood up and observed his body before he muttered, "I like what this alien can do. I'll call him, Wildvine!"

"Catchy name as always," Ben replied to Wildvine who slowly balanced on his vine-like legs and morphed some thrones on his hand.

WHOOSH! SLICE! THUNK!

Wildvine then stretched his hand towards the roots that trapped Max and Ben and sliced the roots freeing them.

Both Ben and Max landed on the ground as Wildvine retracted back his hand thinking, "A thirteenth alien? Guess I just keep unlocking more by accident."

"Stan, you in there?" Max then asked the Florauna who heard Max talking to him.

No longer thinking, Wildvine shook his head and suggested to Ben and Max, "Let's get out of here for good."

"You're not going anywhere." A thick and deep voice responded as it echoed through the tunnel.

"Did you two hear that?" Wildvine swore as he looked around in confusion wondering who was talking to him.

"Hear what?" Max then asked Wildvine as Ben shrugged nearby having not heard the thick booming voice.

Rumble... GRAB!

A ton of brown roots then grabbed Max and Ben with the vines dragging them into the muddy ground.

"Max! Ben!" Wildvine panicked as he tried to grab both of them with his stretchy hands.

Rumble... GRAB!

Thick roots then ensured Wildvine as he ended up being dragged into the muddy ground as well.

Rumble... CRACK!

Below the surface of the tunnel was a massive underground cavern that was illuminated with pink light.

His vision blurry, Wildvine watched as the brown roots dragged the trio down where the mastermind behind the alien plant invasion was revealed.

The leader of the invasion was a gigantic parasitic pink mass of vegetation with various alien plants growing within the chamber.

The pink mass was also connected with various roots to the surface of the large cavern with various cancerous pink blobs in the flesh of the alien.

"Oh man... That brain must be controlling the plants!" Ben spoke in shock as the pink brain replied, "I communicate with all vegetation on a telepathic level."

Ben and Max then remained speechless as Wildvine briefly mused fearfully, "How I am I going to beat this alien?"

At the same back on the surface... **(Oh you get what I mean by now.)**

WHOOSH! ZIP!

The group of kids were using the zip line as they had almost reached the bottom.

Unfortunately, one of the mushroom aliens managed to climb up to the top of the rock wall and spotted the kids on the zip line.

Growling, the mushroom alien then chowed down on the zip line cable which then snapped.

CHOMP! SNAP! WHOOSH!

The group of kids were then sent tumbling to the floor as Gilbert continued to scream.

BOING! BOUNCE! THUD!

Bouncing off large spore mushroom plants, the group of kids then crashed onto the dirt ground.

Dazed, everyone quickly recovered as the twins screamed in shock.

Hundreds of mushroom aliens surrounded the group as Gilbert turned his head and spotted an old wooden shed.

"In there!" Gilbert shouted out.

The group ran off as the dirt ground shook again.

Rumble... Creak... CRACK!

Blue thick roots emerged from the dirt ground and chased after the group.

Turning his head around, Gilbert once again screamed just as the group ran into the shed.

Inside the shed, Gwen slammed the door shut just as the roots slammed onto the door.

The shed itself was full of various supplies including, baseball bats, baseballs and paintball guns.

THUD! CRASH! SPLAT!

Panting in exhaustion, Gwen tried to catch her breath as did Gilbert only Andy and Mandy started arguing again.

"We wouldn't even be here right now if you didn't make us hide in the kitchen!" Andy shouted at Mandy.

"Me?! It was your idea in the first place!" Mandy raged back at her identical twin.

"Well, you don't have to listen to me!" Andy yelled back as Gwen started to lose her patience.

"Stop it!" Gwen then yelled loudly as Andy and Mandy said at the same time, "He/She started it!"

Walking forward near the twins, Gwen then explained, "It doesn't matter who started it or whose fault it is. What matters is that you're family and you need to stick together."

The young twins glared at each other before they both said, "Okay..."

Smirking, Gwen then grabbed hold of a nearby baseball bat and stated, "Good, because we're going to need to fight our way out of here."

Yet another transition back with Wildvine again...

Looking over the Mycelium, the trapped trio dangled with the roots trapping them as Wildvine remarked, "Let me guess, you're the brainiac?"

"I prefer the Mycelium." The pink blob responded as it opened a massive mouth revealing jagged sharp teeth with yellow slime slithering between the giant mouth.

The roots then dragged Wildvine towards the Mycelium as the young Florauna gagged in disgust as the site of the fleshy pink blob.

"Stan, who are you talking to?" Max asked Wildvine not understanding Mycelium speaking to the Florauna.

"It's the Mycelium creature. It's like we're connected or something." Wildvine replied to Max and Ben before he looked over the giant pink blob.

"Oh, crap... Why couldn't you be a vegetarian?" Wildvine complained loudly in annoyance.

The Mycelium responded by stating, "Struggle as you may, Soon I will consume every living creature on this planet."

Ready to fight back, Wildvine then raised his voice and shouted out, "Well, you're not starting with us! Ha!"

Grunting loudly, Wildvine then activated his thorns that were embedded in his plant-like skin.

SLICE! THUNK! RIP!

The roots that trapped Wildvine have then ripped apart as the Florauna plunged towards the mouth of the Mycelium.

The Mycelium attempted to swallow Wildvine whole as the Floaruna aimed his left hand upwards before he shouted out, "Here goes nothing!"

WHOOSH! STRETCH! CRASH!

Wildvine's left hand then stretched as the spikey hand ended up embedded into the structure of the cavern.

"Whoa..." Wildvine muttered in awe as he watched his spikey hand stuck into the cave, whilst one of the black seeds on his back then fell off.

The black seed then landed on the flesh of the Mycelium before it exploded.

BOOM! SPLAT! SPLURCH!

Pink blood and slime were sent flying off the Mycelium as Wildvine smirked and slowly clambered across the cavern using his stretchy hands.

THUD! CRUNCH! CRACK!

"Surely as a plant, you must understand the wisdom of sharing a single intelligence." The Mycelium alien suggested to Wildvine who climbed over to Ben and Max.

Using his hands, Wildvine grabbed hold of the roots that trapped Ben and Max which were shredded apart.

SLICE! THUNK! RIP! THUD!

Swinging onto a nearby root branch-like King Kong with his right stretchy hand, Wildvine carefully landed on a pink root and dropped Ben and Max on it.

Glaring at the Mycelium, Wildvine bluntly shouted back, "I'm not good at sharing anything. I'm only good at taking freaks like you down."

Grinning, Wildvine then moved his hands behind his back and grabbed hold of six seed bombs from his back.

SPLAT! POP! CRUNCH!

Wildvine's back then began regrowing the seed bombs quickly as Wildvine then turned to Ben and Max before he quoted in excitement, "I'm loving Wildvine so far."

Ben and Max nodded back as Wildvine then jumped up in the air using his legs.

WHOOSH! STRETCH!

Jumping up in the air, Wildvine then hurled the black bombs towards the Mycelium yelling out, "Bombs away!"

WHOOSH! BOOM! SPLAT! SPLURCH! BLAM!

The seed bombs splattered into the pink blob of the Mycelium as Wildvine's battle began.

Meanwhile back on the surface in the supply shed...

WHOOSH! CRASH!

The door of the supply shed was slammed against the side as Gwen kicked down the door carrying a baseball bat.

The other kids were also armed with Mandy wearing a paintball mask as she aimed a paintball gun at the mushroom aliens.

Andy was also wearing a hockey mask with a matching hockey stick whilst Gilbert was carrying a leaf blower with a baseball strapped to his shoulder.

Yelling loudly, Gwen led the attack as Andy and Mandy also screamed charging whilst Gilbert nervously sprinted at the back.

As the mushroom alien hoard ran back towards the group, Gwen then slammed the baseball bat into a mushroom alien.

CRACK! WHOOSH! SPLAT!

The mushroom alien was sent flying off into the distance from the impact before it slammed into a nearby wooden tree and exploded.

The corpse then slammed onto the ground as the kids began ripping apart the mushroom alien hoard.

WHAM! CRASH! BLAM! WHACK!

More mushroom aliens were killed as the kids charged forward ripping the alien horde into pieces.

Aiming her paintball gun at the mushrooms, Mandy fired dozens of paintballs which covered the mushroom aliens in red paint and also stunned them.

At the same time, Andy dropped hockey pucks on the ground and fired the projectiles at the mushroom aliens which knocked them over or stunned them.

SPLAT! WHACK! THUNK! BOING! THUD!

As the twins ran together, on one of the large mushroom spores, a single mushroom alien spotted the twins and divebombed off attempting to crush the kids.

WHOOSH! BLAM!

Confused, the twins spotted Gilbert who chuckled as the twins said at the same time, "Nice shot!"

However, the twins then looked shocked before they replied, "Uh oh!"

The twins then ran off as Gilbert turned around and spotted hundreds of snarling and feral mushroom aliens which were determined to rip the kids apart.

Panicking, Gilbert ran off as Gwen led the group through the mushroom maze as the group arrived a boating lake.

Near the lake, Gwen looked around and spotted an old wooden boat before she asked the others, "Everyone think of what I'm thinking?"

Instead of making a rational choice like using the boat to row across the lake, the group used it as a battering ram.

WHOOSH! SLAM! CRASH! SPLAT! THUMP! WHACK!

The mushroom aliens were sent scattering as the kids shouted together, "Charge!"

Hoping to keep the group motivated, Gilbert then declared, "Take no prisoners!"

As the group arrived at the mess hall, the boat was dropped on its side as it skidded onto the dirt ground.

CRASH! SKID!

With the mess hall nearby, the kids narrowly reached the door only for a blue tentacle to drag Mandy up by the back of her shirt.

"ARGH!" Mandy screamed in shock as the tentacle dragged her into the air.

Stunned, Andy stopped running and quickly unzipped the duffel bag he was carrying and took out a pair of ice skates.

Looking at the ice skates, Andy quickly tied the laces together and held them above his head.

"No one takes my twin!" Andy loudly yelled at the tentacle as he began spinning the ice skates.

Aiming upwards at the tentacle, Andy then threw the ice skates as a sharp bola with blades to the tentacle.

WHOOSH! SLICE! CRASH!

The tentacle was sliced in half as a screaming Mandy then crashed onto Andy.

Stunned, Andy groaned in pain before Mandy quickly recovered and grabbed hold of Andy as the twins ran to the mess hall.

Gwen then slammed the door to the mess hall shut as the horde of alien plant life surrounded the building.

WHOOSH! SLAM!

At the same time back underground...

Noticing that his seed bombs weren't working, Wildvine decided to try a different strategy.

Swinging over the purple roots that were connected to the Mycelium, Wildvine aimed his claws and sliced the purple roots in half.

WHOOSH! STRETCH! SLICE!

Crawling onto the Mycelium with his legs, Wildvine slashed more of the giant roots in half as purple blood leaked out of them.

WHOOSH! STRETCH! SLICE! WHOOSH! STRETCH! SLICE!

"Resistance is futile. For even if you destroy me, you cannot possibly destroy the billions of my spores I am about to release into your atmosphere." Mycelium warned Wildvine.

WHOOSH! STRETCH! THUD!

Glaring at Mycelium, Wildvine then shouted out, "I'll worry about them next! Right after I use Wildvine to beat you!"

BEEP! BEEP! BEEP!

The Omnitrix symbol on Wildvine's chest then began flashing red as his blue eye looked down at it.

"Not now!" Wildvine shouted in shock before a red light covered the Florauna.

FLASH!

Wildvine transformed back to Stan as the red light slowly faded and Stan emerged feeling dizzy from the new transformation he had used for the first time.

Seeing his opportunity, Mycelium then used his roots and trapped Stan in them along with using more roots to trap Max and Ben.

Rumble... GRAB!

"You pathetic Earthlings, You've lost." Mycelium confidently boasted as the roots moved the trio of humans close to his gaping maw.

Opening up his mouth, Stan looked on in horror stunned that they would be eaten alive as he apologised, "Max, I'm sorry."

At the same time on the surface in the mess hall...

BANG! CRASH! THUD! THUD!

In the mess hall, tables and other objects were being used to block the front door as the mushroom alien hoard banged on the door and snarled ferally.

As the group of kids turned around, they noticed the empty back door.

SLAM! THWACK!

The back door then slammed open as more mushroom aliens growled hungrily and charged towards the kids.

"ARGH!" All the kids screamed in fear as they turned around as the front barricade failed.

CRASH! WHAM!

The barricaded objects were scattered across the mess hall as the hungry hoard of mushrooms surrounded the kids...

Back with Mycelium underground...

Various tounges in the mouth of Mycelium hungrily moved out of the mouth as Stan and Ben panicked having no ideas left to win.

However, Max then boldly declared, "If I'm going down, I'm going to at least take out the 'fun' out of this fungus!"

Max then raised his left leg and began kicking the tounges with his boot.

SMACK! CRACK!

"Fungus? Eureka, that's it!" Stan then shouted out as his face lit up in excitement as Ben also smiled and grinned.

"What's it?" Max asked the boys as Stan quickly explained, "Ben can use the foot powder to kill the fungus!"

To prove his point, Ben then kicked off his smelly shoe which was filled with Athlete's foot powder as it flew into the mouth of the Mycelium creature.

WHOOSH! CHOMP!

The Mycelium then froze before it howled in pain ferally as it began to explode with various pink blobs popping on the creature's skin.

SPLAT! POP! BLAM! SPLURCH! SNAP! THUD!

"RARGHH!" Mycelium howled in pain as yellow blood began foaming from its mouth as it began violently shaking.

Smirking, Ben then fumbled around in his pocket and took out the Athlete's foot powder before he opened the lid and tossed it into the Mycelium's mouth.

"This is going to be painful." Stan then remarked as he closed his eyes preparing for Mycelium's downfall.

"RARGHhh..." Mycelium growled in pain as the pink blob of mass violently shook in pain as yellow blood exploded and leaked out of the creature's skin.

SPLAT! POP! BLAM! SPLURCH! SNAP! THUD!

The roots that trapped Stan, Max and Ben then failed as the group landed on the dirt ground.

The trio then looked up and watched as Mycelium swelled in size before it exploded.

KA-POP! SPLURCH! WHOOSH! SPLASH!

Pink blood and yellow gore leaked out of the creature as the liquid flowed onto the group and into the tunnel.

Back on the surface in the mess hall...

Rumble... SNAP!

The mushroom alien hoard surrounded the group as one mushroom walked forward before it froze and shrivelled up and collapsed onto the ground dead.

Then the mother mushroom aliens began dying one by one as they all shrivelled up and crashed onto the ground dead with some nearby roots also falling onto the ground.

Shortly, the mess hall was then filled with dead plants as Gilbert then asked, "What just happened?"

Smirking, Gwen then stated, "Stan just happened."

"You mean, he saved us as he promised? Whoa..." Gilbert muttered in shock as the young twins then smiled confidently.

"Yeah he did, now come on," Gwen advised the kids as they walked out of the mess hall.

It was now peaceful and quiet with nearby wildlife chirping in the forest that the plant infestation had ended.

Despite this, the giant mushroom spores still dominated the landscape of camp Opinicon.

"This camp rocks!" Andy and Mandy cheered together as Gilbert then said, "Oh yeah! I can't wait to come back!"

SPLAT! Splurch...

Confused, the group of kids then spotted Max, Ben and Stan covered in orange mushroom juice as Ben and Max watched on in embarrassment.

Stan on the other hand...

"MESSY! MESSY! MESSY!" Stan panicked frantically as he attempted to peel the mushroom juice of his clothes as it didn't work.

Gilbert and the young twins couldn't help but laugh as Gwen walked over to the dripping trio and exclaimed, "You did it!"

Stan ignored Gwen as Ben rolled his eyes and informed her, "Well, even though Stan rescued Max, I put a halt to the invasion with my smelly feet."

"Really? Well, I guess having smelly attributes does make you useful after all." Gwen remarked back as she walked over to Stan who was trying to clean himself.

"Hey! Calm down, Stan! You can get the first shower in the RV." Gwen slowly calmed Stan down.

Hearing Gwen's voice made Stan regain his focus as he looked at Gwen and then explained, "Sorry Gwen... I just don't like getting messy like this. Anyway, We're not done yet."

Confused, Gwen listened to Max who explained, "We still need to stop those spores, if they spread the whole planet could be covered in this fungi."

Remembering how Mycelium was beaten, Stan then asked Andy, "Did you say that everyone at camp get's Athlete's foot?"

Andy nodded his head as Stan smirked in response.

Thirty mins later...

After Ben, Max and Stan had taken a warm shower in the Rust Bucket, (Stan went last even though he took the longest). The group proceeded to the medical office.

The medical office was filled with various medical equipment and other items as Ben opened up a nearby cupboard revealing hundreds of Athletes foot powder bottles.

"Any brilliant ideas on how to let this stuff go?" Ben questioned Gwen and Stan.

Both Gwen and Stan grinned at each other before Gwen said, "Actually, As a matter of fact..."

A few mins later...

The sun was now rising in the distance at the camp as Athlete's foot powder rained onto the mushroom spores.

WHOOSH! ZIP!

Flying through the air, Stinkfly used his wings to fly over the spore mushrooms whilst Ben and Gwen were sat on his back.

Gwen carried a sports bag full of medical containers as she and Ben poured Athlete's foots powder onto the spores.

"Yahoo!" Stinkfly shouted happily as the spore mushrooms began dying and shrivelling up.

SHRIVEL... CRACK! CRUNCH! THUD! WHAM! WHOOSH!

Gwen and Ben couldn't help but laugh in excitement as Stinkfly then flew back to the ground where Andy, Mandy and Gilbert were cheering on the ground as Max smiled at the three working together.

A few hours later at a Pizza Parlor...

Following the victory the group achieved, Max managed to get the Rust Bucket working as the RV left Camp Opinicon behind.

As promised, Max dropped the camp Opinicon kids in a nearby town where they were subsequently reunited with the vast majority of the camp members.

"Goodbye and thanks for everything!" Gilbert thanked the group in the RV as Andy and Mandy waved goodbye with a Camp Opinicon staff member looking after them.

Stan smiled and just waved back as did Ben and Gwen before Max nodded and drove the Rust Bucket away from the Camp Opinicon reunion to a pizza parlour.

Currently, the group was sat inside the pizza parlour as Max and Stan sat opposite Ben and Gwen in a sitting booth.

"Nice work cuz, Couldn't have done it without you." Ben thanked Gwen grateful for the help she had provided.

"Oh yes... You were brilliant, Gwen." Stan praised Gwen as his face beamed happily with a big smile.

Smiling back, Gwen then stated, "You both were amazing as well. So thanks." Gwen remarked back as Max smiled enjoying the positive atmosphere the group had.

Ben then took the time to explain, "Look, Gwen, I was thinking, I guess I can have my birthday anytime. You take the real date."

"That's nice of you. But it's no big deal, you can take the real date." Gwen responded to Ben.

Ben then smirked slightly before he giggled and began laughing before Ben shouted, "Psych! I'd knew I'd get it out of you after the only one you take the real date!"

Gwen huffed in annoyance and muttered, "Dweeb!" as Stan rolled his blue eyes and said, "Ah well, guess everything's back to normal."

"Agreed, I guess you two really can't agree on everything," Max spoke ending the conservation as a waiter delivered the pizza they had ordered.

The pizza topping was something that had bothered everyone that evening, Mushrooms.

"Mushrooms?! Gross!" Everyone shouted in protest as Stan backed away from Max whilst Ben and Gwen looked away from the pizza.

Grinning, Max then grabbed hold of a pizza slice and munched on it before he said, "Well, almost everything."

At the same time near the Camp Opinicon recovery centre...

In a large building, various kids and staff members from Camp Opinicon were loitering around as Gilbert nervously looked around the building before a female staff member approached him.

The female staff member wore a Camp Opinicon uniform and had long red hair along with amber eyes.

"Gilbert, are you alright?" A staff member asked the nervous camp student.

Looking up, Gilbert replied, "Yeah, I'm fine. But who are you?"

Leaning down, the staff member asked Gilbert, "I'm a friend. But what can you tell me about your friend known as Stan Hopkins and the Tennyson group?"

Nervous, Gilbert pointed out, "Well, I can't say because it's private."

"Don't worry, I'm part of a group that wants to help and protect him. Now when did you first meet him?" The staff member calmly explained.

Seeing no choice, Gilbert began to explain what had happened to the female staff member not knowing who she was...

 **Author's note: So what did you think of the cliffhanger ending?**

 **If possible can you guess what character speaks to Gilbert at the end?**

 **Anyway, thanks for reading the latest chapter of Stan 10!**

 **Until next time.**


	20. Chapter 20: The Ultimate Weapon

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome to the 20th Chapter of Stan 10!**

 **I find it hard to believe that we're already halfway through the 2nd half of the story, and it's just going to keep more exciting!**

 **As for character development, this is a chapter that focuses on Max who is the main character of this chapter who has to make some decisions about what is more important in this chapter.**

 **Now then on with the story and remember** **to Read, Review and Favourite.**

 **Update: Fixed some spelling errors.**

Italics: _Thinking._

Previously on Stan 10: Whilst travelling in the Rust Bucket, the group discovered a young camper known as Gilbert.

After Cannonbolt rescued Gilbert, the group discovered that the nearby summer camp known as Camp Opinicon was abandoned.

Heading towards the campsite, the group investigated and found more survivors where an invasion of plant aliens was occurring.

The group was then able to halt the plant invasion as Stan unlocked his thirteen alien Wildvine in the process.

Leaving Camp Opinicon behind, the group will now discover an ancient artefact as Max will have to make a decision that will change his life forever...

Chapter 20: 'The Ultimate Weapon.'

It was a hot and roasting day in the desert state of Nevada at an old mining facility.

The mining facility consisted of numerous electrical towers with a large-sized worker complex building in the centre of the complex.

Various oil drills also dug into the desert ground as the sun shined brightly in the early morning.

Near one of the oil drills, two dusty and tired construction workers were using an oil drill to mine oil from the ground.

Nearby, a construction foreman was reading a checklist briefly before he began observing the oil drill.

Rumble... Crack...

The oil drill then stopped functioning correctly as the foreman exclaimed in shock, "Something's wrong!"

CRASH! Rumble... BLAM!

The oil drill then exploded with dust rising from the ground as the desert ground began cracking with crack lines appearing.

CRACK! Rumble... CRACK!

"Run!" The foreman shouted as the construction workers fled from the crumbling oil tower.

CRACK! Rumble... CRASH!

The crack lines continued to expand as the earth began shaking and falling apart with the workers narrowly managing to escape as the oil tower imploded in on itself.

CRAKABOOM!

A massive dust cloud was sent tumbling nearby as the earth collapsed into a cavernous hole.

Soon the dust cleared up as the workers peered into the remains of the massive hole.

Glowing red eyes then stared at the workers as a massive column of supernatural fire exploded from the hole.

THWOOSH! BLAM!

The massive column of fire erupted into the sky as bolts of pyroclastic heat surged around the fire column.

The fire column then briefly morphed into the face of a monster like a demon as it roared angrily, "AARRGHH!"

Then the fire face vanished as a mask fell from the sky and landed in the desert crater.

THWOOSH! THUNK!

The mask landed on the ground near the edge of the crater as the construction foreman moved to the mask.

The ancient mask was covered in a grey rocky mass which had yellow handles along with green gem eyes staring at the foreman.

The green eyes glowed briefly before it faded away as the workers looked at the mask in confusion.

Meanwhile in the Rust Bucket...

The desert wind howled outside as a lone tumbleweed blew across an empty road with some electrical power cables nearby.

The Rust Bucket was parked on the right side of the road not being used.

Inside the Rv, Ben and Gwen were sat on side of the side booth whilst Max and Stan were sat on the opposite side.

Four bowls of green soup were present on the table as Max eagerly stated, "Well, what do you think? Bet you never tasted anything like that before."

Crunch! Chomp!

The kids were enjoying the soup as Ben then asked Max, "What's the crunchy stuff?"

"Dung beetles," Max replied as the kids then gulped before Stan remarked in horror, "Dung beetles?! Gross!"

Ben and Gwen then coughed and spat out the soup as Stan also gagged out the soup he was chewing on.

"What? To spicy? You'll get used to it." Max suggested to the kids.

BEEP! BEEP! BEEP!

An alarm then activated as it blared throughout the Rust Bucket as Stan shook his head and looked up with Max looking shocked.

Flick! Creak... Whirr...

A cabinet door then opened as a monitor screen raised out and moved downwards to where Ben and Gwen were sat.

"Hey!" Both Ben and Gwen shouted in shock as the two cousins moved out of the way as the monitor turned around and faced Max and Stan.

Looking at the monitor, Stan and Max spotted the same mask from before as Max immediately froze in shock.

Whirr...

The monitor moved up to Max's face as Stan slowly peeked over Max's shoulder and watched the image on the screen as Max angrily muttered, "No..."

"Grandpa? What is it?" Gwen asked Max who mumbled back, "The Mask of Ah Puch."

To explain, Max turned the monitor around and showed the Mask of Ah Puch to Ben and Gwen.

"It's the key to the most powerful and destructive weapon ever created." Max bluntly spoke as Stan couldn't help but feel slightly worried for Max.

Nearly ten mins later on the same road...

SCREECH! WHOOSH!

The Rust Bucket drove ahead at a significant pace as dust was sent flying from the back wheels of the RV.

Inside the Rv, Ben and Gwen were sat in the back of the vehicle whilst Stan and Max were in the front section.

Currently, Max was using the holoscreen map connected to the Rust Bucket's dashboard where a red blip was flashing numerous times on it.

"So Max, what do you know about this Mask?" Stan asked Max wondering what the next adventure would bring for the group.

Still focusing on driving the Rv, Max explained, "The Mask of Ah Puch is the guide to the Sword of Ek Chuaj. The Plumbers searched for it for decades without any luck."

"Ek Chauj? Is he some kind of Mayan religious figure?" Stan suggested to Max not knowing much about the subject.

"That's right, Ek Chauj was the Mayan god of war. His sword was rumoured to have levelled cities with one swipe." Max replied to Stan.

Shocked Stan looked at the map as Ben then shouted out, "Ha! Sounds like just the thing the world's most powerful ten years old should have."

Unimpressed with Ben's attitude, Max then coldly remarked, "This is no toy, Benjamin. Whoever controls the sword controls the destiny of mankind. And I will not let fall into the wrong hands."

Silence filled the Rust Bucket as the kids looked at each other in concern noticing how serious Max currently was to get the Mask of Ah Puch.

Stan hadn't seen Max this serious since Vilgax had shown up.

Thinking about it... What if Max was even more paranoid and worried then usual?

 _"Oh, dear... I hope Max goes back to normal once we find this Mask of whatever it is."_ Stan mused in his head as he looked out the side window of the Rust Bucket.

Forty-five mins later at the Oil Mining facility...

Screech...

The Rust Bucket pulled up to a halt outside the Oil mining facility as Max engaged the handbrake and turned off the RV's engine.

With the Rv silent, Max remarked, "Bet they're keeping it in the basement."

Looking at Stan, Max then ordered him, "Stan, you go alien and sneak in. Then open the side door for us."

"Sneak in? Don't you mean a break-in?" Stan remarked back to Max as he smiled slightly.

"Stan, I haven't time to explain to you how important it is for us to get the mask. Now can I count on you or not?" Max coldly informed Stan.

Shocked by Max's attitude, Stan quickly nodded back and stated, "Yeah, of course. When wouldn't you count on me, Max?"

Satisfied, Max then undid his seatbelt and walked away from the driver's seat and proceeded to the back of the Rust Bucket.

Peering from the seat he was sat on, Stan then asked Ben and Gwen, "What do you think is up with Max? He's so intense."

"Cut him some slack, will you? He's trying to save the world." Gwen suggested to Stan as Ben then said, "Hopefully, Grandpa will go back to normal once we find the mask."

Shrugging to Ben and Gwen, Stan then activated the Omnitrix.

BEEP!

The green core popped up with Stinkfly's silhouette on it as Stan carefully scrolled to the Grey Matter silhouette.

"One of my favourites," Stan remarked as he eagerly tapped down the exposed core and transformed.

FLASH!

A bright green light covered Stan as he began transforming into Grey Matter.

The Omnitrix core shrank into Stan as his skin began turning bright grey as his hands and feet morphed forming smaller webbed frog-like hands and feet.

The Omnitrix symbol then appeared on his back with Stan's clothing morphing into a jumpsuit that was white whilst a thin vertical brown stripe was going down the jumpsuit along with being brown on the feet and hands area.

Finally, Stan's hair vanished as a black stripe went over in between his green eyes as he shrank down to four inches tall as the green light flashed away.

FLASH!

The green light faded away as Ben and Gwen looked down on the floor and spotted the young Galvan staring at them.

"A little help please?" Grey Matter inquired to the cousins.

Gwen carefully moved over to Grey Matter and picked up the Galvan with her hands as Ben opened up the nearby window.

WHOOSH! THWIP! SPLAT!

Grey Matter then leapt out of the RV's window and landed on the desert floor on his feet.

Slightly dizzy, Grey Matter then quickly ran across the sandy terrain up to the security complex building near the oil refinery.

Near the building, a security guard crossed over his arms as he observed the empty desert as Grey Matter sneaked nearby.

Briefly glancing at the guard, Grey Matter then spotted an old drain pipe near the building.

Moving over to the pipe, Grey Matter carefully climbed up using his webbed frog hands to cling onto the material of the pipe.

THWIP! THUNK! Rumble...

The brown pipe shook slightly as the Tennyson trio watched Grey Matter climb inside the security complex.

"I know that Stan can screw up sometimes like Ben, but don't you think you were a bit..." Gwen asked Max.

Interrupting Gwen, Max then coldly stated, "You're just kids. I don't expect you to understand."

Not knowing what to say, both Ben and Gwen remained silent as the kids continued to worry about Max's current state.

A few mins later inside the security complex...

Creak... THWIP!

Pulling a hatch cover near the drain open, Grey Matter climbed out of the drain hatch and observed where he was.

Currently, the young Galvan was in a toilet as Grey Matter felt something squishy on his head.

Confused, Grey Matter's green frog-like eyes noticed a grey piece of chewing gum.

"YUCK! GUM!" Grey Matter groaned in disgust as he grabbed hold of the gum on his head and tossed it to the side.

The grey gum landed on the floor as Grey Matter then remarked, "I should have gone Ghostfreak instead. At least he's quiet."

"GRRRR..." Something growled to Grey Matter in response.

Turning around, Grey Matter then spotted a large German Shepherd dog wearing a spiked collar hungrily snarling as slime leaked out of its mouth.

"Hey... Good doggy..." Grey Matter calmly said to the animal as something else growled behind him, "GRRRR..."

Another German Shepherd growled at Grey Matter having appeared out of nowhere.

Both dogs then charged towards Grey Matter who screamed out, "ARGH!" And then jumped up.

THWIP! WHOOSH! SPLAT! CRASH!

Both of the German Shepherd dogs whimpered in pain after they collided together as Grey Matter quickly sprinted towards the door leading out of the bathroom.

Outside the bathroom door, Grey Matter spotted a janitor's cleaning cart and grinned as an idea came in his head.

Placing his hands against the cleaning cart, Grey Matter quickly used his strength and pulled the cleaning cart back away from the door.

With the door no longer having anything to lean against, the bathroom door then slammed shut on its own.

Creak... THUD!

With the bathroom door now locked and the German Shepherd dogs trapped inside, Grey Matter sighed in relief before murmuring, "Phew... Who's the big dog now?"

Grey Matter then ran off towards the basement as Max had ordered him to.

At the same time near the basement entrance to the building...

An impatient Max tapped his left foot numerous times as Ben and Gwen waited patiently for the door to open.

Creak... Flick!

The basement handle then creaked and was unlocked as Max leaned down and opened the basement door.

Gripping on the handle was Grey Matter who then swung onto the other door as he stared at the Tennyson trio.

"It's about time," Max spoke to Grey Matter as he entered the building via the stairs.

Watching Max enter the building, Grey Matter sighed as Gwen and Ben then walked near the stairs as Ben carefully grabbed hold of Grey Matter.

"Why do you smell like dog slobber?" Gwen asked Grey Matter as the Galvan bluntly replied, "I was nearly eaten alive by one."

Ignoring the bleak tone that Grey Matter suggested, Ben then walked into the basement as Gwen closed the door.

Creak... THUNK!

However, unbeknownst to the group, a large black limousine had pulled up outside the security complex.

Inside the limo, Enoch smirked underneath his mask as his revenge plan was about to begin.

With the group inside the security complex...

The security complex was quiet as Max led the group down a dingy grey hallway with a flickering lightbulb illuminating the damp corridor.

Silence gripped the corridor as a focused Max walked down the hallway determined to find the mask of Ah Puch for good.

Worried, Ben then whispered to Gwen and Grey Matter, "Have you ever seen Grandpa this serious?"

"We've never seen anyone this serious," Gwen remarked back as Grey Matter stayed silent.

The group then reached the end of the hallway where an old wooden door stood.

Creak...

Opening the door, Max looked around the room as the kids followed him in.

The storage room was home to a running boiler along with a kitchen and some cupboards to store supplies in.

What caught Max's attention was the giant safe at the back of the room.

"It has to be in here." Max pointed out as Grey Matter then leapt of Ben's shoulder.

THWIP! WHOOSH!

Landing on the safe with his sucker cups located on his hands and feet, Grey Matter stated, "I've got this."

Slowly, Grey Matter climbed to the safe's wheel and began adjusting the knob with his foot muttering, "Hm... Four, then nine take away the three and... Bingo!"

Grey Matter then stopped talking and did a thumbs up expression to Max as Ben said, "Nice work." Whilst Gwen also said, "Good job."

Ignoring the kids, Max then moved to the wheel on the safe and placed his hands on the wheel before he turned it counterclockwise.

Creak... Groan...

The safe creaked open as the group spotted the ancient Mayan mask of Ah Puch inside the safe.

Smiling confidently, Max then asked the group, "Beautiful isn't it?"

Observing the ancient Mayan artefact, Grey Matter then bluntly informed Max, "Well, not exactly. It's very dusty and old."

Still, in his world, Max then looked at the Mask of Ac Puch and grabbed hold of it with his hands.

"Over forty years of searching and now, finally, you're all mine..." Max rambled on before metallic footsteps echoed in the room.

Recognising the footsteps, Grey Matter turned his head around and spotted a familiar knight emerging from the shadows.

 _"You have got to be kidding me, so much for hoping that I wouldn't see this guy again..."_ Grey Matter briefly mused in his head as Enoch emerged with two Forever Knights wearing trench coats and hats walking with him.

"I thought you'd retired from the Plumbing business, Mr Tennyson. Or may I call you Max?" Enoch spoke introducing himself to the group.

"It's that Enoch imbecile and those stupid knights of his that tried to slice and dice me." Grey Matter angrily remarked remembering the first encounter he had with Enoch.

Grinning underneath his mask, Enoch then explained, "How nice of you to remember. And, of course, how could I forget the family who left the Forever Knights without a castle?"

"Whatever happened, you brought that upon yourselves." Max spitefully replied to Enoch as he increased his grip on the mask of Ah Puch.

"Quite the feisty sewer rat aren't we?" Enoch mocked Max before he continued with, "I'd love to chat about old times, but I'm afraid I'm late for holding the world at my mercy. I'll be taking that mask now."

"Over my dead body." Max coldly responded to Enoch who then stated, "Excellent suggestion. Gentlemen?"

Enoch's bodyguards then took out two standard Forever Knight energy swords which glowed blue as the two thugs walked towards the group.

Glaring, Max moved in front of Ben and Gwen as Grey Matter clung onto the safe and prepared to leap off it.

WHOOSH! THUNK!

The door to the storage room then opened as a security guard entered the room and shouted out, "What the hell is going on here?!"

Seeing a good opportunity, Grey Matter then leapt off the safe and dived onto Enoch's mask.

THWIP! WHOOSH! SPLAT!

"Urgh!" Enoch grunted in shock as Grey Matter covered his eyes before the Galvan called out, "Run!"

Immediately, Max grabbed onto the mask tighter and sprinted off down the left side of the storage room away from the distracted Forever Knight whilst Ben and Gwen ran down the right side of the room.

"Hold it right there!" The security guard yelled to the Tennyson trio as he took out a security baton.

Taking no chances, Max then rammed his shoulder into the security guard's face.

WHAM! THUD!

"Ooof!" The security guard grunted in pain as he was sent tumbling onto the floor knocked out as the Tennyson trio ran out the storage room.

Enraged, Enoch then grunted angrily and peeled Grey Matter off with his hands before he calmly shouted, "I've had enough of you, be gone alien pest!"

Grey Matter was not listening as Enoch then hurled the Galvan towards a nearby table.

WHOOSH! CRACK! THUD!

Tumbling across the table, Grey Matter knocked over several objects including a pen, coffee mug and some paper before he fell off the table.

However, the knocked off mug then landed on a paper shredder and activated the device.

Flick! WHIRRR!

Making matters worse was that Grey Matter dangling over the table as his frog-like hands gripped tightly on the table.

Meanwhile, in the hallway, the Tennyson trio was retreating as Enoch's guards chased them.

Entering the hallway, Enoch then informed the guards, "Wait! This way."

Enoch's guards then turned around and ran after Enoch with the three heading down into an opposite hallway.

Back with Grey Matter...

"Urgh. Come on..." Grey Matter grumbled as he tried to climb back onto the desk only for the papers he was on to fly loose.

Panicking, Grey Matter then grabbed onto the next piece of the paper as the paper shredder ripped the paper apart.

WHIRRR! RIP!

Looking at the shredder briefly, Grey Matter then motivated himself saying, "No way I'm ending up being crushed into alien coleslaw!"

Taking action, Grey Matter looked down at the floor before he calculated the force of his jump would need to be.

And then the Galvan jumped off the desk and gracefully landed on the floor.

THWIP! WHOOSH! SPLAT!

Crouching down on the floor, Grey Matter then spotted an open drain pipe which was connected to the wall.

"I'd better regroup with the others..." Grey Matter muttered before he ran off and climbed into the pipe.

With everyone now gone, the knocked out security guard slowly reopened his eyes and quickly realized what had happened.

Moving his left hand to his belt, he grabbed hold of his radio and shouted in it, "We've got burglars! Seal the exits!"

In another part of the building...

HONK! HONK! HONK!

An alarm blared throughout the office complex as the Tennyson trio ran up a large stairwell with Max frantically trying to get the mask of Ah Puch to safety as Ben and Gwen lagged.

The group then reached the top of the staircase as they sprinted towards the exit to the complex.

Near the exit door, however, was a security guard who guarded the exit.

"Wrong way," Max informed the kids as the group sprinted down another hallway.

Sprinting down the corridor, a metallic claw then fired out of nowhere and grabbed hold of the mask of Ah Puch.

WHOOSH! GRAB! WHIRRR!

Stunned, Max's grip of the mask vanished as the group turned around and spotted Enoch and his guards behind the group.

Enoch had used a grappling gun to grab hold of the mask as he mocked Max, "Your loss is my gain, Tennyson."

Enoch and his guards then ran off into the shadows as the Tennyson trio looked back and saw a gate at the end of the hallway rising down.

"Grab on!" Max then shouted out to Ben and Gwen.

Seeing no choice, both of the kids grabbed each of Max's hands as the trio ran forward together and managed to slid underneath the gate before it sealed shut.

SKIDD! THUNK!

Back outside in the pipes...

Creak... Rumble...

Grey Matter reached an opening in the pipe and managed to dangle down as the bright sun blinded the Galvan briefly.

Unable to see properly Grey Matter then let go of the pipe and plunged downwards right into a rubbish bin.

"WHOA!" Grey Matter shouted in shock as the Omnitrix symbol on the back of his jumpsuit then began beeping red.

BEEP! BEEP! BEEP!

Landing in the rubbish bin, a red flash then overwhelmed Grey Matter as he crashed into the pile of junk.

THUD! FLASH!

The red light then vanished as Stan slowly climbed out of the dumpster covered in dirt with a rotting banana on his head.

Groaning in disgust, Stan used his hands to toss the decaying fruit off his head before he frantically climbed out of the dumpster.

Standing in the desert, Stan then rubbed himself down of the rubbish on him before he muttered in disbelief, "Urgh... Why does the Omnitrix time out in smelly situations like this?"

WHOOSH! SCREECH!

The Rust Bucket then screeched to a halt near the dumpster as Max shouted out to Stan, "We don't have time to fool around Stan, get in!"

Nodding back, Stan quickly ran towards the Rust Bucket as Ben opened the side door for him which subsequently closed.

WHOOSH! THUNK!

Max then drove off the Rust Bucket away from the oil mining site and back onto the main road.

A few miles ahead on the road...

The large limousine that Enoch owned moved across the desert road at a quick pace as the Forever Knights were determined to successfully escape.

Inside the Rv, Enoch chuckled darkly as he observed the mask of Ah Puch whilst two more Forever Knight guards were sat in the back of the limo.

In the front seat, the driver of the limousine then spotted the Rust Bucket racing towards the car.

"Sir, They've found us." The driver of the limo informed Enoch who immediately stopped laughing and looked out the back window.

In the front seat of the Rust Bucket, Stan was strapped in with the seatbelt as he spotted the Forever Knight's limo as Max smirked confidently.

Moving his finger on the dashboard below the radio, Max flicked his finger on the invisible blue button that was there.

Whirrr... Flick!

The radio then flicked over revealing the familiar control panel as Max pressed the large red button in the middle to activate the ramming function of the RV.

Rumble... Whirr... Shake...

The ramming function of the Rust Bucket then activated with the front bumper extending as the side lights stretched outwards.

Max then slammed his foot down on the accelerator gear as the Rust Bucket rammed into the back of the Forever Knights limousine.

WHOOSH! CRASH! RAM!

"Stop them you imbeciles!" Enoch ranted in annoyance as the Rust Bucket continued to ram the back of the limousine.

One of Enoch's guards quickly leaned to a nearby control panel in the limousine and flicked some buttons quickly.

Beep! Flick!

The back hatch of the limousine extended open as a giant saw blade attached to a robotic arm connected to the boot extended out of it.

The saw blade then began slicing the front bumper of the Rust Bucket with orange sparks flying off the front bumper.

THUD! WHIRRR! CREAK! BLAM!

Everyone inside panicked as Max frowned and pressed the red button on the control panel again.

Whirrr... Flick!

The extended bumper and sidelights of the RV then slowly moved back inside the vehicle as the Rust Bucket shook slightly.

Rumble... Whirr... Shake...

Ben and Gwen then ran to the front of the vehicle as Gwen pleaded to Stan, "Come on! Wildmutt, Ripjaws, Shocksquatch, somebody!"

"The Omnitrix is out of energy! Plus it takes a while to recharge! Don't you think I haven't been trying?!" Stan then sarcastically asked Ben and Gwen.

Rolling his eyes, Ben then complained to Stan, "If I had the stupid watch, then I'd already been a hero by now!"

Max briefly glared at the kids before he declared, "This is a job for a Plumber."

Max then moved his hand to another button on the dashboard and pressed it down.

Flick!

"Autodriver engaged." A female robotic voice responded from the dashboard.

Unclipping his seatbelt, Max then walked out of the driver's seat and moved to the back of the Rust Bucket.

"Uh, Grandpa?" Gwen asked Max as Ben and Stan watched him open the bathroom door.

Creak... THUD!

Max then slammed the bathroom door shut as Stan remarked, "Guess when you gotta go, you gotta go."

"Pull over near the back! Then jump on the roof and ambush them." Enoch ordered his guards inside the limousine.

The driver then screeched the limousine and pulled it near the Rust Bucket.

SCREECH! WHOOSH!

The limousine moved behind the Rust Bucket as Enoch's knights opened up the hatch above the limo and climbed out onto the roof.

Watching the Forever Knights jump onto the Rust Bucket roof, Enoch smirked underneath his mask and looked at the mask of Ah Puch.

Looking inside the mask, the eyes glowed green as green beams emitted from the gem eyes.

ZAP!

The green beams then displayed the location where the sword of Ek Chauj was stored as Enoch muttered out in confidence, "Excellent."

Back inside the Rust Bucket, Stan tried to get the Omnitrix to work as the bathroom door reopened.

Creak...

The kids then looked at the bathroom door as Max remerged wearing a Plumber suit.

The Plumber suit that Max was wearing had thick white armour with a bright red circle in the centre of the suit.

Max was also wearing matching black gloves and boots with a black belt that he used to holster equipment on the belt.

"Uh, Grandpa? What's with the fashion show?" Ben inquired his grandfather.

Max looked at the kids and bluntly stated, "It's my Plumber suit. Been saving it for the right time."

Looking out the back window, Max spotted the Forever Knight limousine driving to the side from the RV as Max said, "Like now."

WHOOSH! THUD! ZAP!

Opening up the side door, Max glared as he then took out two magnetic pads that had handles on them allowing Max to grip onto the pads.

 _"I must obtain that mask at all costs."_ Max reminded himself as he turned around and then jumped out of the Rust Bucket.

WHOOSH! THUD! CLAMP!

The metal pads clung onto the limousine roof as Max began using the magnetic pads to climb across the roof to the open hatch.

THUD! CLAMP! THUD! CLAMP!

Determined to kill Max, Enoch grabbed hold of a Forever Knight energy sword and then stuck the blue bade into the roof of the limousine.

WHOOSH! SLICE! CRACK!

Max's head narrowly missed being sliced by the blade as Max ended up tumbling off the roof of the limousine.

"Grandpa!" Gwen and Ben shouted together as Stan then accidentally yelled out, "Uncle Max!"

Ben and Gwen looked at Stan in confusion as he quickly realized his mistake and stated, "I mean... We need to save Max!"

Looking at the window, the kids then spotted Max's feet skidding onto the road briefly before he grabbed hold of the right magnet pad and hauled himself back onto the car.

Seeing that Max was safe, the kids sighed in relief as something then slammed on the top of the Rust Bucket.

THUD! WHACK! CRASH!

On the RV's roof, one of the Forever Knights was using a large mace as he slammed the hatch cover on the roof numerous times.

Not noticing it was working, the other Forever Knight then used his strength and used the ladder on the Rust Bucket and swung inside the RV.

The kids turned around and saw the lone Forever Knight glaring at them with his emotionless eyes.

Shocked, Gwen and Ben stood back as Stan then shouted out, "We can't give up! It's three against one!"

Realizing that Stan was right, Ben moved back as Gwen used her acrobatic skills and rolled underneath the lone Forever Knight in a somersault.

Ben and Stan then worked together as Ben then shouted out, "You want a fight?!" With Stan finishing with, "Pick on someone your size!"

Remaining silent, the Forever Knight took out his blue energy sword and swung the energy weapon towards the boys.

However, Ben and Stan then dodged the energy sword as it slammed into the dashboard.

WHOOSH! SPARK! THUNK!

The kids then regrouped near the back of the Rust Bucket as Stan conveniently grabbed a frying pan that was lurking around near the kitchen.

Outside, at the same time...

Max was still trying to get his bearings as Enoch continued to slice his energy sword through the roof of the limousine which then rammed into the Rust Bucket's side.

WHOOSH! SLICE! CRACK! THUD!

The glass on the front lights of the limousine then shattered as the speeding vehicles ran over a bridge.

The force of the impact from the limousine then caused the Rust Bucket so slam into the edge of the bridge as sparks flew off the colliding metals.

WHOOSH! SCREECH! ZAP! SPARK!

Inside the Rust Bucket, everyone was briefly sent tumbling slightly as Ben clung onto the kitchen boards.

Near the front, the Forever Knight charged towards the group as Ben fell back to where Gwen was hiding.

Right behind the fridge door which she then kicked the front door yelling out, "Hmph!"

KICK! WHOOSH! SLAM!

The impact from the fridge sent the Forever Knight tumbling near the side door as Stan then took action.

Clutching onto the frying pan he had grabbed, Stan then slammed the frying pan into the knight's face.

WHOOSH! BONK! CLANG!

The Forever Knight has then dazed again as Stan tossed the dented frying pain aside as Ben then spotted a knocked over the cooking pot.

Grabbing the stone pot, Stan then moved back as Ben hurled the pot to the Forever Knight finally knocking him out the door.

WHOOSH! CLANG! CRASH!

The Forever Knight tumbled onto the road numerous times with his mask and outfit becoming blathered in dust and debris from the vehicles.

Slowly recovering, the Forever Knight then moved up from the middle of the road and watched as the vehicles speed off into the distance.

Up above the Forever Knight was a large road sign indicating that Mexico was thirty miles away.

Inside the Rust Bucket, Gwen climbed out of her hiding spot as Ben and Stan smirked at her.

"Nice job!" The three kids then complimented each other at the same time.

CRASH! THUD!

The mace then slammed the roof as the hatchway of the Rust Bucket collapsed in on itself.

Looking around, Ben grabbed hold of the dented frying pan again whilst Stan looked around and noticed Gwen getting the fire extinguisher from a nearby drawer.

Aiming the fire extinguisher at the open hatch, Gwen then blasted the Forever Knight on the roof with a massive amount of foamed spray.

PHWOOSH!

Blasted by the spray, the Forever Knight slowly walked stumbled across the roof of the RV before he tumbled off the roof.

"ARGH!" The Forever Knight screamed in shock as he fell into the raging river below the bridge.

WHOOSH! SPLOSH!

A massive amount of water spray erupted from the water column as the Forever Knight soon remerged dripping wet.

With the Forever Knights now dispatched from the Rust Bucket, the kids quickly regained control of the RV.

At the same time, Max continued to dodge the blue energy sword as Enoch continued slicing the roof of the limousine.

WHOOSH! SLICE! CRACK! WHOOSH! SLICE! CRACK!

Noticing the attack pattern, Max then had a brilliant idea.

Sabotage the sword by placing a metal clamp on it.

Grinning, Max then placed the metal clamp on the energy sword.

Unable to move the energy sword, Enoch scowled under his mask as he attempted to pry the weapon free.

With Enoch distracted, Max then crawled over to the back window and used the remaining metal clamp to secure the mask of Ah Puch.

CLAMP! GRAB!

Confused, Enoch turned his head to the nearby seat and noticed that the mask of Ah Puch was gone.

Enraged, Enoch climbed above the open hatch and watched as a grinning Max slammed the side door of the Rust Bucket shut.

SLAM!

Turning around, Max then informed the kids, "I've got the mask!"

The kids then sighed in relief as Stan muttered, "Man, that was close".

THWACK!

"Damn it..." Enoch calmly cursed as he slammed his fist onto the roof of the limousine.

Everyone in the vehicles then spotted an oncoming cargo truck as the driver yelled inside, "What the fu_"

HONK! HONK!

Quickly reacting, Max ran back to the driver's seat and turned off the auto-drive function.

Flick!

"Autodrive disengaged." The female robotic voice replied as the kids ran over to the nearest seat.

Stan quickly ran to the front and buckled in his seatbelt as Max shouted out to them, "Hold on!"

Praying nothing bad would happen, Max then activated a red button near the rocket boost function of the Rust Bucket.

Whirrr... Flick!

The Rust Bucket then shook again as the jet plane thrusters on the roof of the RV activated.

THWOOSH! RUMBLE!

"ARRGHH!" Ben and Gwen screamed as Stan gulped and closed his eyes in fear.

The Rust Bucket blasted towards the cargo truck as a sweating Max then turned the steering wheel sidewards in a sharp turn.

WHOOSH! SCREECH!

The front end of the Rust Bucket narrowly missed slamming into the front engine of the cargo truck by inches.

With the cargo truck speeding off in the opposite direction, the Forever Knights limousine was now behind the Rust Bucket which blasted off into the distance.

Not taking any chances, Max's gloved hand then pressed another button on the dashboard.

Flick! Whirrr!

From a back compartment in the RV, various road spikes flew out of it and landed on the road dotting the area.

As the limousine ran over the road spikes, the tyres then popped.

POP! BLAM! SCREECH! WHOOSH!

Struggling to control the vehicle, the limousine then skidded onto the nearby desert leaving a pair of skid marks in the sand when it came to a halt.

Pulling down the window, Enoch watched as the Rust Bucket blasted off into the distance as he took out an advanced cell phone and spoke into it.

"Send in the bird!" Enoch angrily spoke in the cell phone.

The Rust Bucket continued speeding down the dirt road before it began sputtering and shaking.

WHOOSH! SCREECH! Rumble... Bump!

Looking down at the fuel gauge, Max noticed that the RV was slowly running out of fuel as the jet place thrusters on the roof then deactivated as the Rust Bucket came to a halt.

Twenty mins later...

The hot sun baked the desert surrounding the Rust Bucket as Max tried to fix the engine with various tools lying near him.

CLANG! WHAM! THUNK!

"Gwen. This a metric wrench. I said I needed a half-inch wrench." Max bluntly informed Gwen as he tossed the wrench onto the desert.

Sitting next to Max on the stairs, Gwen groaned and whispered under her breath, "Sorry, Grumpa."

Nearby, Ben was bored as he chucked some pebbles onto the desert ground whilst Stan was observing the mask of Ah Puch.

 _"All this trouble just for one stone mask? What other secrets are being hidden out there?"_ Stan briefly thought in his head as he carefully moved the mask to his face.

Peering into the green eyes, the mask then reactivated as the green eyes began glowing again.

ZAP!

Moving the mask away from his face, Stan then stated to Max, "Uh, Max?"

"Not now, Stan." Max coldly replied as he grabbed another tool that was lying near his feet.

WHOOSH! ZAP!

The green gem eyes then glowed as two energy rays were shot out onto the desert ground.

Stunned, the kids watched as the energy rays displayed a holographic map of an Ancient Mayan temple that appeared to be thousands of years old if not older.

"I think you're going to want to see this." Gwen then advised Max as he rolled out from underneath the Rust Bucket and spotted the map.

Curious, Max stood upright and observed the ancient holographic map before he explained, "It's the ancient Mayan temple of Ek Chauj. We need to beat the Forever Knights to that temple!"

Understanding how severe the situation was, Stan nodded and informed the group, "Don't worry, The Omnitrix is fully recharged. Stinkfly will get us there in no time."

Thirty mins later in southern Mexico...

WHOOSH! ZIP!

Stinkfly flew in the air the tropical jungles of Mexico as the Texas desert had soon been replaced by the hot roasting environment.

As Stinkfly flapped his wings, Ben and Gwen were riding on Stinkfly's back with Gwen holding onto Stinkfly's head as Ben held onto Gwen's t-shirt whilst Max was being held in Stinkfly's thick claws.

However, the heavyweight that Stinkfly was carrying made it difficult for the Lepidopterran to fly as quickly due to the long and exhausting journey to Mexico.

"Stan, can't you any move faster?!" An impatient Max asked Stinkfly who replied, "I'm sorry Max, I can't fly for so long with too many passengers. It's hard on my wings."

"Well fly faster then." Max coldly informed Stinkfly in response as his eyes looked over the mask of Ah Puch every chance he had.

This sentence shocked the kids and Stinkfly who couldn't help but feel depressed that Max didn't seemingly care about them.

He only cared about the mask of Ah Puch and nothing else.

What had happened to the kind and caring Grandfather figure that had influenced the kids so much?

 _"Oh man... I just want Max to go back to the kind person that he was before..."_ Stinkfly quietly thought.

Flying over the horizon, the ancient temple of Ek Chauj then appeared as Ben remarked, "We must be close!"

Then the Omnitrix decided to time out as the symbol on Stinkfly's forehead began flashing red.

BEEP! BEEP! BEEP!

"Not again! Hold on tight!" Stinkfly shouted just as the red light covered the Lepidopterran.

FLASH!

Stinkfly immediately transformed back to Stan as the DNA template expired and reverted to normal.

No longer flying, Stan and the others began falling to Earth with everyone panicking.

As the group fell to the ground, a large bamboo tree was able to restrict the fall before everyone crashed onto the jungle floor.

WHOOSH! CRASH! THUD! CRACK! WHACK! WHAM!

Groaning, Stan opened his blue eyes with his vision blurry as he realised his brown glasses had fallen off his face.

"Anyone see my glasses?" Stan asked the group as Gwen then stood up and found them near her knees.

"Found them," Gwen replied to Stan as she stood up and handed them over to Stan who was now sat up.

Putting the brown glasses on his face, Stan smiled and thanked Gwen for saying, "Thanks, Gwen."

Gwen nodded back briefly as Max then got up from the ground and looked around.

"Urgh..." Ben groaned before he stood up with leaves in his mouth.

Coughing, Ben then spat out the leaves as everyone looked at Stan.

"What? It's not my fault the Omnitrix times out at random, plus I never really was good at emergency landings." Stan remarked as he shrugged.

"Well, improve on your timeouts then. You need to think more clearly with the Omnitrix." Max then coldly reminded Stan before he walked off.

The three kids were left in stunned silence as Ben then complained, "Why is Grandpa being such as jerkass?"

"Ever since Grandpa found the mask, he's been more cold and angry. I'm really worried." Gwen then whispered to Ben.

Remaining silent, Stan then suggested, "I don't know... Part of me wants to yell at Max, but I can't because I've been seeing him as more of an uncle figure ever since Vilgax was beaten and the continued support he has given me and you two."

Ben and Gwen then listened to Stan's emotional outburst as Gwen then suggested, "Maybe you can try and tell him you feel. That could get him back to normal."

"Yeah, that sounds like a good idea," Ben spoke agreeing with Gwen's clever idea.

Agreeing with Ben and Gwen, Stan then explained, "You two are right. But I can't blurt it out just yet. I need to wait for the right time."

"Benjamin! Gwendolyn! Stanley! Come on, we need to get moving right now!" Max then angrily shouted out to the kids.

With the conservation interrupted, the kids then followed Max to the temple of Ek Chauj.

A few mins later...

The jungle was hot and sweltering as birds hawked above the trees whilst various wild animals were heard in the surrounding area.

The group stuck together as Max led the group whilst Stan lurked behind at the back.

Shortly the group reached a clearing near the ancient stone temple of Ek Chuaj as Max then stopped walking.

Peeking through some leaves, Max then spotted a CH-47 Chinook helicopter which had been painted black with the Forever Knight logo visible on the vehicle.

Near the front entrance to the temple, Enoch and two Forever Knight guards, where one of the mooks was placing some dynamite on the ancient door.

"Fire in the hole!" The guard yelled as he retreated from the blast radius.

Beep... Beep... Beep... KA-BOOM!

The dynamite exploded as rubble and debris flew from the temple door as the sound echoed across the jungle.

The noise was so loud that any nearby animals located within the vicinity fled from the area.

As the smoke cloud vanished, Enoch peered around the door only to see that the temple door was still intact.

"Still not open... Use a bigger charge this time you idiots." An annoyed Enoch criticised his bodyguards.

"Yes, sir." One of them replied as the nearby group snuck back into the jungle.

Max then led the group past the Forever Knight encampment near the base of the temple as they ran around to a clearing near the back.

Running at the back of the clearing, the group ran up some stone stairs near the back of the temple's edge where some ancient stone engravings were carved in the wall.

Examining the stone wall, Max then stated, "There's always a secret entrance to these temples."

As Max examined the stone ruins, Stan spotted the glowing mask of Ah Puch.

Leaning down, Stan grabbed the mask from Max's Plumber belt as Max moved to the wall and began placing his hands against the stone structure.

"Come on... Where is it?" Max muttered to himself as Stan placed the mask over his face.

Looking at the wall, Stan peered at the brick wall as Max then demanded, "Stan, what are you doing?"

"The mask should be able to tell us how to get inside the temple, And... There we go!" Stan replied to Max before he smiled happily.

The mask of Ah Puch then showcased a brick that was glowing a different colour as Stan then walked forward and placed his hand against the movable brick.

Rumble... Slide... Creak...

The brick then moved into the wall as the wall then slid open revealing a secret entrance into the ancient ruin.

The tunnel was covered in growing roots and looked very decrepit and ancient.

Smirking, Max didn't bother to thank Stan as he walked into the temple as the kids followed him into the tunnel.

"The sword will be in the centre of the temple on the lowest floor. There should be some stairs nearby." Max informed the kids as the temple groaned above the group.

"Stairs? Oh, man. Where's the express elevator when you need it?" Ben complained as Stan reminded him, "It's an ancient Mayan temple. They didn't have today's luxuries."

Moving further into the tunnel, the group was then plunged into darkness as the light from the open door vanished.

Quickly moving, Max then activated an ancient torch that was connected to the wall nearby.

Swinging the torch out, Stan accidentally stumbled forward right near the edge of a giant pit where a series of wooden stairwells were present in the pit.

"Whoa! Oh crap!" Stan screamed in shock as he began plummeting down into the stone pit.

Shocked, Max quickly dropped the torch on the floor and sprinted forward and grabbed hold of Stan's trouser leg.

WHOOSH! GRAB!

"Gah!" Stan yelled loudly as he dangled upside down with his right hand gripping onto the mask of Ah Puch whilst his other hand was clutching onto his brown glasses.

Ben and Gwen then grabbed hold of Max's large Plumber belt as the group slowly dragged Stan back onto the platform.

The next thing Stan knew was that Max was hugging him protectively.

"Oh, good grief... Thanks, Max." Stan thanked the elderly Plumber who muttered, "Phew, That was close."

"Nearly lost the mask." Max finished his sentence as Max then grabbed the mask of Ah Puch.

Once again shocked by Max seemingly caring about the mask, all of the kids watched in stunned silence as Max secured the mask back on his belt and then grabbed the discarded torch on the stone ground.

Slowly recovering, Stan couldn't help but get slightly angry about Max before Gwen then bluntly said, "Okay, can you say obsessed?"

"Once he gets that sword, he'll be himself again, right guys?" Ben then asked the others as Stan stated, "I hope you're right Ben. I do."

The group then walked down the wooden stairwells as one person climbed down each wooden ladder onto the next platform.

"Stay sharp, The ancient Mayans were notorious for setting..." Max explained to the kids just as something snapped.

SNAP!

Everyone then looked at Ben who was holding a broken piece of the ladder in his hand as he said, "Booby traps?"

The ancient Mayan temple then groaned loudly as the building began shaking.

Groan... Rumble... Crack...

Looking upwards, everyone then spotted giant boulders which began to rain down on the wooden platforms.

"Move now!" Max then yelled to the kids as the group began running down the wooden platforms.

WHOOSH! CRASH! WHAM! CRACK! THWACK! SLAM! CRUMBLE!

As the group attempted to scale the wooden platforms, various boulders and rubble crashed onto the platforms making it harder to cross as the platforms plunged into the gigantic pit one at a time.

Running across a wooden bridge, Stan tried to get the Omnitrix to work again.

Beep... Beep... Beep...

"Come on! Work you blasted watch!" Stan angrily cursed as the Omnitrix beeped still recharging.

WHOOSH! CRASH! WHAM!

A giant boulder then crashed onto the ladder behind the group as everyone continued to run faster.

"Holy crap! This is just like the boulder scene from Indiana Jones!" Ben then shouted out in shock as everyone else ignored him.

The group then ran onto the last wooden platform as the boulders continued wreaking havoc.

WHOOSH! CRASH! WHAM! CRACK! THWACK! SLAM! CRUMBLE!

The last wooden platform they were on then began tilting significantly as the wooden structure began failing.

WHOOSH! SLAM! CRASH!

A wooden boulder then obliterated part of the wooden structure as the kids all grouped.

Looking up, Max then spotted an open doorway as he aimed his gloved hand toward the upper wall.

WHOOSH! CRACK!

A grappling hook then launched from the glove which was connected to the wrist via a device as the hook slammed into the wall.

"Jump on!" Max shouted to the kids.

Immediately, Ben and Gwen jumped on Max's arms whilst Stan ended up clinging onto Max's back.

Max then jumped off the wooden platform which finally gave way as the group swung over the cavernous pit.

WHOOSH! SLAM! THUD! SKIDD!

The last of the boulders then fell into the pit as the group landed on the rocky ground with big columns of dust rising from the pit.

Ben and Gwen tumbled onto the ground as Stan ended up landing on his front further ahead of Ben and Gwen.

"Ow..." Stan groaned slightly as he moved his face from the stone floor as Gwen thanked Max, "Thanks, Grandpa!"

"You three coming?" An impatient Max asked the group.

Looking ahead, the three kids spotted Max was walking down a staircase at the end of the hall as the kids regrouped and walked down the stairs.

"Urgh... Remember when he used to make this stuff fun?" Ben complained feeling depressed.

"I know, I miss the old Grandpa." Gwen then said as she bowed her head down briefly.

"At this rate, I'd eat anything Max would cook to bring him back." Stan then remarked as the group reached the bottom of the staircase.

At the bottom of the staircase, the group finally arrived at the centre of the temple where the Ultimate Weapon was located.

Directly ahead, was a pedestal where an indenture of the stone mask played with various stone columns holding the chamber together.

Behind the pedestal was a gigantic stone door where a large stone sculpture of the mask was built into the door with another chamber near the side of the door.

Clutching the mask of Ah Puch in his right hand, Max walked over to the pedestal and muttered in awe, "This is it."

Preparing to place the mask in the pedestal, Max handed the old torch to Stan who was very unhappy with the way Max had been treating him, Ben and Gwen.

 _"Frickin stupid mask... If I had that thing, I'd have thrown it in a good..."_ Stan angrily mused before a thick yellow gauntlet grabbed hold of his shirt collar.

"MPHH!" The kids shouted at the same time as two more gauntlet arms grabbed hold of their shirt collars as Stan dropped the torch on the floor.

GRAB! HISS! THUNK!

Shocked, Max quickly grabbed hold of a small laser pistol from his belt and aimed it in the blackness as Max shouted out, "Who's there?!"

WHUMP!

Another torch activated in the darkness revealing Enoch who chuckled darkly as he held a torch in his left hand.

Whilst in his right hand, he had managed to trap Stan who was shaking worried by Enoch.

Grinning under his mask, Enoch then stated, "Who says you can't get a Plumber when you need one?"

More lights then activated as Enoch's guards had managed to trap Ben and Gwen in their grip as well with both kids worried as the guards used Forever Knight weaponry to ensure they wouldn't escape.

Max angrily gritted his teeth as Enoch then explained, "Without you bringing the mask, we wouldn't have been able to get inside the great chamber."

"I'm not giving you the mask of Ah Puch! So back off!" Max then threatened Enoch.

"Oh, really Maxwell? Would you be willing to sacrifice your grandchildren and this pathetic excuse for a mentally disabled child?" Enoch then mocked the kids and Max.

"Go to hell." Max snapped at Enoch as he aimed the laser pistol at his face shaking slightly.

"Go on then. Make your choice Mr Tennyson, the mask you've desired for so long or the children that you've entrusted to guide and protect?" Enoch then taunted Max knowing that he would have to make an important decision.

Not sure what to do, Max then aimed the laser pistol at Enoch before he spotted Stan who looked back at him.

Unable to harm the kids, Max sighed and dropped the laser pistol onto the floor as he surrendered.

THUNK!

Enoch then walked forward to Max still gripping Stan as he used his free hand to grab the mask of Ah Puch before he walked back.

"Now, I believe it's time to toss the garbage." A victorious Enoch informed his guards as Max scowled angrily.

A few mins later back at the bottomless pit...

The group were now facing the back of the pit with their hands in the air as Enoch and his guards prevented them from escaping.

Max was also stripped of the weaponry he was carrying on his Plumber belt as Enoch walked forward observing the four.

"Legend has it that the Eternal Pit of Despair is bottomless." Enoch explained as he moved to where Stan was before saying, "Let's find out."

Then Enoch targeted Stan and shoved the young boy in his chest sending him flying over the edge.

SHOVE! WHOOSH!

"ARGHH!" Stan screamed in fear as he plunged headfirst into the pit before he flipped over on his back.

"STAN!" Max shouted in horror as the group looked over the pit.

"Wouldn't want the brat to get lonely." Enoch mocked Stan before he gestured to his guards.

Enoch's guards then charged towards the Tennyson trio before they used their weapons to shove the group in the pit.

CLANG! CRACK! WHOOSH!

"ARGHH!" Everyone screamed as the group plummeted into the pit as Enoch chuckled slightly thinking that the group was finally beaten for good.

WHOOSH!

Further down the pit, the Omnitrix finished recharging as Stan frantically activated it whilst he tumbled into the pit.

"Come on... Four Arms... Yes!" Stan rambled as he managed to get the Omnitrix selection dial to Four Arms silhouette.

BEEP!

Stan then smiled confidently as he tapped down the exposed core and transformed.

FLASH!

A flash of green light covered Stan as he morphed into Four Arms getting bigger and stronger.

No longer in his Human form, Four Arms then turned towards the wall and slammed his multiple arms into the stonework of the wall.

SLAM! CRASH! Rumble...

"RARRGH!" Four Arms shouted out as rubble and debris fell downwards as Four Arms came skidding to a halt.

Sighing in relief, Four Arms watched as the boulders fell into the bottom of the pit which extended for miles.

"ARGHH!" Everyone else screamed above him.

Staring up, Four Arms spotted Ben, Gwen and Max falling into the pit.

Acting quickly, Four Arms extended his two free arms and managed to grab Ben and Gwen together in one arm whilst he got Max in the other one.

WHOOSH! GRAB!

"Nice catch, Four Arms!" Ben thanked Four Arms who replied, "You're welcome. Now I'm going to beat the crap out of Enoch for what he's done to us."

"You have my permission to go all out," Max informed the Tetramand as he hauled Ben and Gwen on his shoulders.

"Urgh... I am so going to Bandcamp next summer." Gwen groaned as Ben yawned feeling tired.

Four Arms then began the long climb up the pit as the group prepared to confront Enoch.

THUD! THUD! THUD!

Further up in the chamber...

Smirking confidently under his mask, Enoch offered the torch to one of his guards as he held the mask of Ah Puch high in the air before he placed it in the pedestal.

ZAP! Rumble... Slide... Creak...

The mask then glowed before the sealed door to the chamber finally opened as blinding white light flashed over briefly.

Once it faded, the Forever Knights looked inside the chamber and spotted the Sword of Ek Chauj in the centre of the temple on top of a large pyramid.

In the direct top of the temple lied a golden sword which had a black handle with yellow eyes in the shape of an animals head where it shined brightly in a golden colour.

The Forever Knights entered the chamber as Enoch remarked in awe, "Magnificent. Now bring it to me!" He ordered his guards.

Seeing no choice despite the free will they had, Enoch's guards ran over to the pyramid when something loud roared in the chamber.

"ROARRR!"

The gigantic roar echoed throughout the temple as the guards froze in shock whilst Enoch muttered, "Impossible..."

Back outside the chamber...

THUD! CRACK!

Four Arms finally climbed out of the pit as the sweaty Tetramand dropped Max onto the ground.

Quickly acting, Max grabbed his Plumber equipment belt and strapped it to his outfit and checked all his weaponry was ready.

"Max, I think Ben and Gwen need a chance to catch their breath." Four Arms informed Max as Ben and Gwen were sleeping on the Tetramand's shoulders.

"No can do. Enoch may already have the sword." Max bluntly informed Four Arms as he strapped his gloves on him before running off.

Something then snapped inside Four Arms as anger consumed the Tetramand.

WHOOSH! THWACK!

Four Arms slammed his fist into the ground where Max was running as the Tetramand blocked Max's path.

"You're not going anywhere." Four Arms angrily remarked to Max who angrily muttered to the Tetramand, "Get out of my way, Stan. Now."

SLAM!

Four Arms slammed the ground near Max in response.

Max was sent tumbling onto the floor as the Tetramand then glared at him before he muttered, "No. You are going to listen to me this time!"

Rolling his eyes, Max then coldly stated, "Fine, you have one minute."

Pleading with Max, Four Arms then softened his stance and explained, "Max, ever since that alarm went off, that sword is all you've been thinking about!"

WHACK!

Max broke free from Four Arm's grip and yelled back losing his temper, "You three need to keep your eyes on the prize and remember what's important!"

"We do remember! But do you?! If you ask me, you seem more interested in that sword rather then the kids you're supposed to care for!" Four Arms ranted out to Max.

Max froze in silence as Four Arms continued to rant, "In my opinion, ever since I first met you as a young kid, you seemed like a great and kind fatherly individual I could look up to. And that statement has increased over this summer, but today, you've been the exact opposite of the Max I know you are."

The Tetramand then went silent as he finished his rant as Max looked up at Four Arms and said, "Stan, I'm.."

"AARRGH!" Something roared out of the chamber interrupting Max.

Confused, Four Arms and Max then noticed the open chamber and sprinted towards it.

THUD! THUD! THUD!

Near the door of the chamber, Ben and Gwen managed to recover as the group peered inside the chamber.

The Forever Knights were battling a large humanoid creature that was wearing Mayan robes as one of Enoch's guards were sent flying against the wall.

WHOOSH! CRACK! SLAM!

The energy sword the knight was carrying crashed onto the ground as the Knight was knocked out.

Stomping towards the knights, the giant creature glared hungrily at its prey.

The creature had thick purple skin, with red eyes and pointed ears dotting his head with the ears having thick earrings in them.

Covering the head was a large grey mask with his mouth having no teeth.

His clothing consisted of an ancient blue Maya gown that was secured with a blue loincloth and yellow lining.

He was also covered in jewellery with his lower limbs being covered in yellow bandages with a gold bracelet being secured on his right hand with a matching band on his left leg.

Finally, he had bare spikey feet with his sleeves having leaves on the Mayan uniform as he roared with a snake-like tongue appearing from his mouth as he roared.

"Why does that creature look familiar?" Four Arms mumbled in confusion.

"It must be Ah Puch, the Mayan god of death and the underworld. He's the guardian of the Sword of Ek Chauj." Max explained to the group as per the norm.

In the temple, Enoch and his guards surrounded Ah Puch in a stalemate situation.

"Why can't these places ever be protected by like, I don't know the guardian of cheerfulness? Is that too much to ask? Gwen complained under her breath.

"I think we should count ourselves lucky, It looks like he's taking out the bad guys for us." Ben then spoke finishing the conservation.

Four Arms grinned as his Tetramand instincts prepared for the battle he would have as Max ordered him, "Stan, keep him occupied while we get the sword."

"Got it, good luck." Four Arms replied as the Tennyson trio sprinted off into the chamber.

Walking from around the corner, Four Arms mused in his head, _"Good grief, I'm a giant strong alien about to fight a god of death, what a crazy day this has been."_

SMACK! CRASH! WHAM!

Ah, Puch then slammed Enoch sidewards before he climbed onto the pyramid and spotted the Tennyson trio climbing up it.

"RARGHH!" Four Arms then shouted to Ah Puch as his battle cry echoed across the temple.

Confused, Ah Puch spotted the Tetramand who gestured his fingers and yelled, "Yo, rat puke! Come and get some!"

"HISS!" Ah, Puch roared back as the Mayan god leapt towards the Tetramand.

"Bring it on!" Four Arms shouted back as he crossed his hands together in a guard position.

WHOOSH! CRASH! BLAM! SMACK!

The two titans were then sent tumbling across the floor as they crashed into the wall of the temple.

Pinned against the wall, Four Arms angrily glared at Ah Puch as the Tetramand shouted, "ARGHH!" And slammed his fists onto Ah Puch's face.

SMASH! KA-CRACK! WHAM!

In response, Ah Puch slammed Four Arms back against the wall and threw him into the stone wall as it then collapsed.

WHOOSH! SMACK! CRACK! WHAM! CRASH!

Dust and debris were sent flying everywhere as the collapsed wall formed a huge dust cloud.

Covered in dust, Four Arms glared at Ah Puch as the Mayan god leapt off the pillars one at a time.

WHOOSH! THUD! WHOOSH! THUD!

Quickly standing up, Four Arms then grabbed a nearby stone pillar and slammed it onto Ah Puch's head.

WHOOSH! WHAM! CRASH!

The stone pillar shattered as Ah Puch was barely dazed as the god hurled the pillar back into Four Arms.

Back with the others...

Running to the top of the pyramid, Max used his grappling hook and fired it to the top of the shrine.

WHOOSH! CRACK!

Max attempted to pull the sword out from the shrine only for Enoch to charge towards Max carrying an energy sword and a thick shield.

"You've been a thorn in my side long enough!" Enoch taunted Max as he attempted to slice Max in half with the energy sword.

WHOOSH! SLICE!

Having none of that, Max remained silent and dodged the energy weapon before he kicked Enoch with a flying kick.

CLANG! WHOOSH! SMACK! THUD! CRASH!

Enoch was sent flying off the pyramid and tumbled across the stone steps before he came screeching to a halt near the bottom of the temple.

Max quickly took this to his advantage and began climbing up the temple wall with Ben and Gwen following him.

Unimpressed, Enoch stood up, grabbed his shield and reached down for his supply belt and grabbed a pair of bolas.

Enoch then swung the bolas in the air before he threw them right into Gwen's path.

WHOOSH! SLICE! CRASH!

The bola then crashed into Gwen as she ended up being tied by the bolas which narrowly missed Ben.

"ARGH! Grandpa!" Gwen shouted as she tumbled back down the stairs.

"Gwen!" Ben shouted out as he quickly began running back down the stairs to free Gwen.

Having reached the top of the shrine, Max was about to grab the sword when he saw Ben and Gwen in trouble.

Ben was trying to free Gwen while alone Forever Knight stomped up the steps ready to kill them.

Glancing back at the sword and remembering Four Arm's rant earlier, Max sprinted back down the stairs.

As the Knight prepared to strike down Ben and Gwen, Max then jumped in the air and activated some rocket boosters in his shoes.

THWOOSH! SMACK! WHAM!

The Forever Knight was winded as Max plummeted down the stairs as the knight's sword barely missed Gwen's face.

"Man, that was close," Ben remarked as he continued pulling at the ropes trying to free Gwen.

Back with Max, he used his rocket boosters to fly upwards before he kicked the knight's face sending him plummeting down to the ground.

WHOOSH! SMASH! CRACK!

Max then deactivated his rocket boosters and landed near Gwen as he took out a knife that was connected to his glove cuff.

SLICE! THUNK!

Max then sliced the ropes of Gwen as Ben pulled them off.

The knight then ran up the stairs and tried to attack the trio again only for Max to throw some small steel marbles at the knight.

The marbles then exploded as the knight once again tumbled down the stairs.

WHOOSH! BOOM!

"I have got to get a suit like that." Gwen remarked happily to Max as Ben said agreeing with her, "Same here."

At the same time with Four Arms...

SMACK! CRACK!

"RARRGH!" Ah, Puch howled in pain as Four Arms slammed his face with his fists.

Slime and blood flew out of Ah Puch's mouth as the god then hurled his tongue towards Four Arms.

WHOOSH! GRAB! SPLAT!

"EW!" Four Arms groaned in disgust as Ah Puch then hurled the Tetramand into a nearby stone pillar with the tongue.

WHOOSH! CRASH! CRACK!

Back in the main temple...

Max was back at the top of the pyramid and was about to grab the sword when Enoch hurled his shield at the Plumber.

WHOOSH! CLANG!

Max grunted in pain before he tumbled off the pyramid and rolled into Ben and Gwen as the trio ended up rolling down the first flight of stairs.

CLANG! CRACK! THUD!

The shield then returned to Enoch like a boomerang as he caught it and began walking up the steps of the pyramid.

KA-CRASH! WHAM!

The red wall then exploded as Four Arms slammed onto the ground before Ah Puch leapt up and slammed onto Four Arms.

WHOOSH! SLAM! CRACK!

Dazed, Four Arms was then beaten up by Ah Puch as the Mayan god of war punched the battered Tetramand numerous times.

SLAM! CRACK! THWACK! PUNCH! WHAM!

On the top of the pyramid at the same time, Enoch was fighting Max, Ben and Gwen.

Max charged forward attempting to shove Enoch off the pyramid as Enoch dodged whilst Max fell onto the ground.

THUD!

Enraged, both Ben and Gwen charged towards Enoch and punched him together.

However, the weak strength they had was useless as Enoch then kicked Ben in his gut whilst he slammed his shield into Gwen's face without mercy.

Both kids were then injured as they landed on a dazed Max as Enoch prepared to finish them off as Enoch quoted, "End of the line, Tennyson family."

Watching the battle from the ground, Four Arms then froze in shock before he yelled out, "NOOOOOOOO!"

Snapping in anger, Four Arms then jumped upwards and kicked Ah Puch's legs.

SMACK! KICK!

Falling over, Ah Puch was then sent tumbling sidewards as Four Arms punched him in the gut with a strong uppercut.

WHOOSH! CRACK! SKID!

Ah, Puch shook his head and glared at Four Arms as the Tetramand sprinted towards the God.

"Try this on for your size you false god! HA!" Four Arms mocked Ah Puch as the Tetramand slammed Ah Puch with his upper arms.

THUD! THUD! THUD! SMACK! WHAM! WHOOSH!

The massive uppercut ended up killing Ah Puch as the Mayan god flew across the room flipping through the air numerous times before he landed on the shrine.

KA-SMACK! SHAKE! Rumble...

The ground shook briefly as the Tennyson trio ended up falling off the top of the pyramid and landed on the beaten Mayan god whilst Enoch remained at the top of the shrine.

Sprinting up the stairs to the defeated God, Four Arms watched the Tennyson trio looking at him.

Shrugging, the Tetramand stated, "I, uh meant to do that."

The Omnitrix symbol on Four Arms shoulder then beeped red numerous times before Four Arms transformed back to Stan.

BEEP! BEEP! BEEP! FLASH!

A bright red flash filled the area briefly as Stan then emerged from the red light feeling dizzy before he murmured, "I'm not feeling good..."

Ben and Gwen ran over to support Stan whilst Max then ran back up the staircase to confront Enoch.

However, Ah Puch then recovered and roared angrily, "AARRGHH!"

Shocked, the kids were sent falling back as they all cried out, "Grandpa/Max!"

Freezing at the top of the stairs, Max looked back at the kids and Ah Puch before he looked at Enoch was about to grab the sword.

Knowing what was more important, Max then charged towards Ah Puch and leapt on his back neck yelling out, "HAH!"

Jumping on Ah Puch's neck, Max then began chocking the Mayan God's neck as it struggled to breathe.

"RARRGH!" Ah, Puch screamed ferally as Max then shouted to the kids, "How about you three ground old beak face?!"

"Push his legs!" Stan then yelled to Ben and Gwen who nodded.

The kids then ran behind Ah Puch and pushed the Mayan God's legs.

WHOOSH! KA-SMACK! WHAM!

Ah, Puch then went flying over the edge before the god slammed onto the temple floor with his head buried in the rubble as Max stood on top of the beaten gold.

"The sword!" Gwen shouted in shock as the kids sprinted up the stairs.

"Enoch!" Max muttered as he began running up the stairs as well.

Wanting to brag his victory, Enoch placed his hands on the sword before shouting out, "At last! The ultimate weapon! The world shall kneel before me!"

"No one will kneel for a freak like you, Enoch!" Stan then shouted out defiantly in response.

In response, Enoch pulled out the sword and held it in the air before he yelled to Stan, "Then, I'll just kill you boy and your..."

SNAP! CRACK!

The sword of Ek Chaj then fractured as the glowing sword disintegrated into dust.

"Whoa... What happened?!" Ben muttered as Stan and Gwen remained speechless.

Max then laughed loudly and informed Enoch, "Guess that's what happens when your 'Ultimate Weapon' is five thousand years old!

Enoch remained silent as kneeled and began scooping up the dust in a panic trying to reforge the sword.

Rumble... Crack... CRASH!

The temple then began to shake as various boulders began crashing down from the ceiling above.

"Think the sword was also booby-trapped?!" Gwen shouted out as Stan then declared, "Yep, Let's get out of here!"

The kids then regrouped with Max as they sprinted to the exit of the chamber as rocks continued plunging.

WHAM! CRASH! CRACK! BLAM! THWACK!

However, Max then stopped running and called out to Enoch, "Enoch! You have to get out of here!"

Enoch ignored Max as he madly grabbed the dust still trying to reforge the weapon into the sword.

"Max! We have to go now before we're crushed!" Stan pleaded to Max as Ben and Gwen also agreed with him.

Realizing what was more important, the group then ran out of the chamber leaving Enoch to his fate.

A few mins later outside the temple...

CRACK! CRASH! BLAM! RUMBLE! WHOOSH!

The massive temple slowly crumpled apart and imploded into dust and debris as the group watched the temple vanish into the ground as if it was never there burying the ruin until it vanished from the group's viewpoint.

Then things finally went quiet as the dust cloud obscured the jungle as everything settled down.

"Well, there goes the ancient temple quite literally burying it in history," Stan remarked as the dust cloud slowly vanished.

Chuckling slightly, Max then happily stated, "I don't know about you, but I could sure go for some dung beetle soup. It's even better reheated you know."

Everyone then laughed together as Ben then informed Max, "Glad to have you back Grandpa."

"Thanks, guys and I'm sorry for the way I treated you. You know I think it's time I put away the old Plumber suit." Max optimistically suggested to the kids.

"Because you finally found the Sword of Ek Chauj?" Gwen asked Max who replied, "That and it's giving me an uncomfortable rash."

Max then began scratching his back as Stan then stated, "Um... Max, I have something important I'd like to say."

Max then stopped scratching his back and asked Stan, "What is it?"

Placing his hands behind his back, Stan then nervously explained, "Well... Throughout the summer... I've been seeing you as a great person... And..."

"And...?" Gwen encouraged Stan who finally blurted out, "I see you like the great grand uncle I never had like an extended family... I guess with Ben and Gwen being great friends to me."

Max couldn't help but smile before he moved over to Stan and said, "Well, I'm glad you feel that way because you're like the great grand-nephew I never had as well."

Max then hugged Stan slightly as Stan smiled happily and hugged Max back...

Ben and Gwen smiled together as Ben looked around and then pointed out, "So, how are we going to get back?"

"No way, I'm flying El-Stinko airlines again," Gwen informed the group as Stan and Max stopped hugging each other.

The group then spotted the helicopter the Forever Knights had left behind as Stan asked Max, "Hey you wouldn't know how to fly a helicopter right, Max?"

Max smiled back in response.

WHOOSH! ZIP!

Shortly after, the helicopter was flying above the jungles of Mexico as the group headed back north to the United States of America.

 **Author's note: Well that's another chapter wrapped up and completed.**

 **I enjoyed writing this chapter as I was able to expand the relationship that Max and Stan had because this was one of Max's biggest episodes in the original series.**

 **Hopefully, you enjoyed the development and interactions between all the characters and how they are getting closer together as a group.**

 **Feel free to review and leave a comment on how you think I can improve on certain aspects of the story. It means a lot to me as a writer.**

 **Anyway see you next time and take care.**


	21. Chapter 21: Tough Luck

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Well, yet another chapter of Stan 10 is here.**

 **This chapter sees the return of Lucky Girl along with the appearance of a massive surprise that I've planned out for this chapter.**

 **Don't worry, the chapter won't get bloated with the amount of stuff in it and will stay true to the source material.**

 **Anyway, time to read the chapter and** **remember** **to Read, Review and Favourite. ;)**

Italics: _Thinking._

Previously on Stan 10: Having moved on from Camp Opinicon, the group had proceeded to the desert state of Texas.

Whilst the Rust Bucket was parked up, an alarm blared off inside the RV alerting the group to the next major adventure.

The search for the Ancient Mayan mask of Ah Puch and the Sword of Ek Chauj.

However, during the mission, Max became very cold and brooding as he was determined to find the mask at all costs seeing the kids as second nature.

The Forever Knights were also searching for the Sword of Ek Chauj as the two groups came into conflict.

Ultimately, Stan confessed how he truly viewed Max.

As the Great Uncle, he never had.

Following this revelation, The Sword of Ek Chauj and the Mask of Ah Puch were destroyed as the group went back to the US.

However, yet another old threat will soon return with a new one as Gwen must once again take up the mantle of being Lucky Girl...

Chapter 21: 'Tough Luck.'

It was a long and boring day at the Orleans Parish Prison where the sorcerer known as Hex was currently incarcerated following his rampage in New Orleans a few weeks ago.

However, things would soon prove chaotic in that Prison.

BLAM! WHOOSH! THUD!

A security guard was sent flying against a cell door before he smacked out onto the ground and was knocked out as various dark purple explosions covered the hallway of the prison.

BZZZT! WHOOSH! BOOM! CRASH! THUNK! SLAM!

Various security guards were sent flying from the explosions as chaos engulfed the prison with prisoners attempting to escape in the chaos.

"Mayday! Mayday! We are under attack from an unknown assailant! We're also dealing with rioting inmates in Sector C, we need backup..." A nearby radio droned on.

Walking past the beaten security guards was the unknown assailant who smirked confidently.

A female sorcerer who was known as Charmcaster.

Charmcaster had a light but pale skin tone with her grey hair being donned in a long and slender ponytail with two bangs near the front of her head.

Oddly enough, she also had bright pink/purplish eyes with her grey hair making her stand out with her lips covered in pink lipstick as well and few ear piercings on her left ear being present too.

Her clothing consisted of a long magenta coat which had a purple heart engraved in the fabric along with purple stripes near the end of the clothes. She also wore a pair of long purple belts with black stripes around them with a purple band used to hold her ponytail.

Also, she carried a bag around her waist with a leather belt which was her Magical Charm Bag which had an odd human-like face on with a zipper forming a mouth.

Charmcaster was a teenager around fifteen years of age believe it or not.

Despite this, she is a very formidable adversary having been trained on how to use magic with her Magical Charm Bag being used to summon many magical weapons from it.

Walking forward into the prison complex, Charmcaster then opened her Magical Charm Bag and took out a sparking ball of pink energy.

"Freeze! You're under... ARGH!" A prison guard shouted to Charmcaster as she casually tossed the orb onto the floor.

BZZZT! WHOOSH! BOOM! SLAM!

The pink orb exploded as more security guards were sent flying through the air and knocked onto the floor.

Determined to prevent Charmcaster from breaching the prison further, a security guard moved a nearby industrial door he was behind.

"Come on... that should keep the bitch out..." The security guard muttered under his breath as he sealed the door shut with the lock on it.

Creak... Thunk!

Then the door began expanding with several holes as Charmcaster blasted the door open with her magic.

BZZZT! BLAM! WHOOSH! THUD! CRACK!

Purple smoke blasted from the door as the security guard tumbled onto the floor on his back as blood leaked out from his bleeding nose whilst Charmcaster walked down the hallway.

At the end of the decaying hallway was a locked up cell door that had a padded cell lock on it.

Moving closer to the door, Charmcaster spotted that the door had a tag stuck to it that stated, 'Prisoner 0986.' 'Hex.'

Peering inside the open hatch on the door, Charmcaster smirked and stepped back from the door as she opened her Magical Charm Bag again.

Taking out some pink dust from her Magical Charm Bag, she threw the dust on the door and stepped back.

"Fallum Quarca Damingian!" Charmcaster shouted out the incarnation in a light fair voice as she placed her hands together on the door.

BZZZT! BLAM! WHOOSH! THUD! SLAM!

The cell door exploded in a flash of purple light as it slammed onto the cell floor as Charmcaster walked into the cell which was covered in various newspaper reports.

"Charmcaster. I've been waiting." The familiar voice of Hex informed Charmcaster in the cell.

Placing her hands on her hips, Charmcaster then boasted, "Hm, major jailbreaks aren't exactly easy to pull off, you know."

Unimpressed, Hex then coldly informed Charmcaster, "You will show me respect, my dear niece. Or you will suffer the consequences."

Hex's eyes then flashed to bright yellow colour as his irises briefly vanished whilst Charmcaster calmly bowed her head and said, "Yes, uncle."

Will his power slowly recovering, Hex then ordered Charmcaster, "My staff."

Nodding, Charmcaster then opened her Magical Charm Bag and pulled out Hex's staff using hyperspace inventory.

"The magic must have drained out of it. It doesn't work. But I swear, it's not my fault." Charmcaster then nervously informed Hex.

WHOOSH! THUNK!

Hex's staff then flew out of Charmcaster's hands and into Hex's grip as the rogue sorcerer muttered, "Its powers can be brought to life only in the hands of a master magician like myself."

"I've also reacquired the Archamada Book of Spells for the ritual." Charmcaster then informed Hex who nodded back in response.

"He's broken out! Open fire!" A security guard shouted out as he ran into the cell door with his colleague and aimed their Glock pistols at Hex.

Not having any of that, Hex then aimed his staff at the guards and fired a yellow beam of magical energy from it.

The yellow beam then surged towards Charmcaster before it reverted sidewards and slammed into both security guards on either side of Charmcaster.

BZZZT! WHOOSH! WHAM!

With the security guards subdued, Hex then informed Charmcaster, "Now to find the Keystone. The moment of alignment is nearly upon us."

Hex then aimed his staff towards the cell wall and fired an explosive magic blast from his staff that destroyed the wall.

BZZZT! WHOOSH! KA-BOOM!

Rubble and debris covered the cell as the wind howled outside in the open air of New Orleans as the two sorcerers moved onto the busted cell door.

"Once I have completed the ritual and gained its powers, I shall take my revenge on the one responsible for imprisoning me in this festering sewer!" Hex ranted out as he aimed his staff at the cell door.

BZZZT! WHOOSH!

The cell door then floated off from the ground as an injured security guard ran up to the hole and watched as the two sorcerers flew off in the distance.

Unbeknownst to him, on the nearby cell wall was a newspaper article about Lucky Girl with red paint underneath the article saying, 'Revenge'.

Meanwhile back in the U.S. state of Nevada...

In a mountainous valley, on a back road. All was quiet.

Except for a retirement complex bus that was tilting over the edge of the road near a smashed-up fence.

Inside the bus, various elderly individuals were panicking as they attempted to escape the bus.

Creak... Rumble... THUD!

The bus then shook significantly on the backside as the elderly passengers spotted a familiar red Tetramand wearing a brown jumpsuit with the Omnitrix symbol on his shoulder.

"Urgh..." Four Arms grunted out as the Tetramand used all his strength and dragged the bus onto the roadside before he placed it down.

 _"Man, I've been using Four Arms a lot recently, I should try to balance the transformation roster."_ Four Arms briefly mused in his head as he looked in the back window of the bus.

Placing his hands on the back window, Four Arms then ripped the back of the bus off.

Creak... WHAM! THUNK!

Staring back at the elderly citizens, Four Arms then gestured his arms to the passengers and casually said, "It's okay everyone. Everything's alright now."

The elderly citizens then walked to the bus as an elderly man then asked Four Arms, "So, you're not gonna help us off, Mr strong guy?"

"Of course I am, why would I not?" Four Arms replied as an elderly woman then stated, "Oh, be a dear and carry me, would you? My bunions are killing me."

"Your bunions, my butt!" Another elderly woman complained before she ranted out, "My new hip is killing me! I'm first!"

Rolling his yellow eyes, Four Arms then informed the crowd, "Everyone please calm down, You're all getting out. I promise."

The heroic Tetramand then began assisting the elderly civilians out of the bus one at a time with his large arms.

Back in the Rust Bucket at the same time...

In the front seat of the RV, Max looked out the window and watched as Four Arms assisted the elderly civilians out of the retirement bus.

With Ben, he was lying on the bed at the back of the RV reading an Aquaman comic book he had borrowed from Stan with great interest.

As for Gwen?

She was feeling a bit disappointed and bored.

Sitting down on the side booth with her laptop on the table, Gwen was browsing the internet via Google as she observed magical artefacts and locations.

Ever since the Hex incident in New Orleans, Gwen had become somewhat fascinated by the idea of magic existing even though she mainly was interested in science.

Plus she enjoyed being Lucky Girl for that brief period of time even though the relationship she had with Stan became somewhat fractured.

Thankfully the two sorted out the issue but Gwen couldn't help but wonder one question.

What would happen if she managed to become Lucky Girl again and how it would affect Stan?

Not wanting to know the answer, Gwen observed some of the pages she was looking at.

First was an article about the rumours and urban legends surrounding Stonehenge. The site was rumoured to be part of an event known as the Convergence which occurred every five thousand years.

Briefly reading the article, Gwen then flicked the mouse and scrolled through an image of Merlin firing a magic blast at an unknown target.

Gwen then flicked through some more images that included a magic bracelet and charm, an image of a witch flying on a broomstick and several other magical artefacts that were widely discussed as urban legends online.

No longer looking at her laptop, Gwen then looked at her Lucky Girl mask before she sadly whispered, "Lucky Girl. I wish you were just more than another Halloween costume."

The telltale signs of the Omnitrix beeping out was then heard as a bright red flash occurred outside the Rust Bucket.

BEEP! BEEP! BEEP! FLASH!

The red light then faded as somewhat dizzy Stan climbed into the Rust Bucket having opened the side door before he closed it.

Creak... Thud!

*Yawn* "Why is it that every time I turn Four Arms, I feel tired and dizzy? Sheesh, this hero work can be exhausting." Stan remarked as he moved to the front of the RV.

Ben then spotted Stan and moved off the bed and walked to the middle of the RV as Max then informed Stan, "You should be proud of yourself Stan, those folks would have been in a real pickle without you."

Ben then suggested to the group, "When was the last chance we had a regular summer day to kick back where I could do nothing?"

Agreeing with Ben and Max, Stan then explained his opinion, "I know Max, but still I get the feeling that I'm a bit pressured sometimes. A regular summer day would be nice. Plus I could relax like Gwen."

Gwen then froze and glared at Stan before she complained, "You should appreciate what you have Stan. I only got to be Lucky Girl for a few hours."

Being reminded of the painful memory of Gwen calling him a dork, Stan bluntly reminded Gwen, "Gwen. We don't talk about that. With all the bragging you did and the time you called me a dork..."

WHACK!

Gwen then threw a pillow into Stan's face as she huffed angrily in response.

Not impressed, Stan pulled the pillow off from his face and glared at Gwen before he calmly explained, "Tch. Unbelievable, even though I gave you the chance not to destroy the Charms of Bezel, you got rid of them anyway. So you're acting a bit hypocritical."

With tension steadily flaring back in the Rust Bucket, Max then calmly shouted out, "Okay, that's enough the pair of you! Now please settle this argument in your own time."

Sighing, Gwen then stopped arguing as Stan also remained quiet before Ben then asked Stan, "So who was on the bus?"

"Oh, it was a bunch of old grannies who were going to some kind of stupid magic convention in Las Vegas. As if." Stan remarked back to Ben.

Parking up upon hearing the magic word, Gwen then asked the others, "Magic convention?"

An idea forming in his head, Max grinned as he knew how to make the relationship that Stan and Gwen had even better.

"Hmm... What do you say we pay a visit to Las Vegas and check out this Magic convention?" Max suggested to the kids.

"Oh yes please Grandpa!" Gwen then shouted out to Max as she begged to go to the convention.

Not sure what to make, Ben then shrugged and stated, "Yeah, Why not? It could be fun."

Feeling somewhat reluctant to go having a bad amount of experience with magic, Stan then groaned out, "Urgh... Fine."

"Good, strap yourselves in and will be off." Max then informed the kids.

Meanwhile in another part of the Nevadan desert...

In the middle of nowhere Hex and Charmcaster were in the thick Nevadan desert as a large campfire raged with the thick smoke heading into the sky.

Approaching the fire, Hex then chanted out the incarnation, "Dakara Dorokey Aghosto!"

BZZZT! WHOOSH!

The flames grew significantly bigger as a red Charm of Bezel appeared in the fire.

"Keystone of Bezel, reveal your secrets to me!" A grinning Hex declared as the flames morphed again.

BZZZT! WHOOSH!

The flames morphed into a hexagon which was an old map where a glowing red dot blipped on the map revealing the location of the Keystone to be in Las Vegas.

Feeling nervous with her goal of rescuing Hex complete, Charmcaster then explained, "Okay, well nice seeing you again uncle. I'm out of here."

Turning around Charmcaster walked away from Hex before he fired a yellow bolt of energy from his staff.

BZZZT! WHOOSH! BLAM!

Shocked, Charmcaster turned around and watched as Hex glared at her with his bold yellow eyes sparkling with magical energy as his staff sparked with yellow bolts of magical energy.

"You may leave my service only when I say so!" Hex angrily shouted out to his niece.

Seeing no choice, Charmcaster reluctantly agreed and said to Hex, "Yes, uncle."

Hex grinned darkly in response as he began his plans to acquire the Keystone of Bezel so that he could get revenge on Lucky Girl.

Several hours later in the bustling city of Las Vegas...

The Rust Bucket was parked outside the Magic Lamp hotel where the magician's convention was taking place.

Near the parked RV was a large billboard sign that stated 'Magician's convention, July 6, July 7, July 8, Attendees welcome!"

Inside the hotel, the group walked forward and looked around with intrigue.

Various stands had been set up with different individuals showcasing the practical and goofy aspect of magic.

Looking around the stands, Stan noticed that it was mostly cheap gags and in his opinion thankfully was not the real deal.

 _"I'm not a big fan of magic since I don't understand the concept. It's hard to think about."_ Stan thought in his head as he looked around the various exhibits which included magic acts with card tricks and other games with a colourful banner connected to the roof of the building stated, 'Magician of the Year Expo.'

There was even a dedicated LARP section of the convention where some fantasy cosplayers were playing a card game of Magic the Gathering.

No longer thinking, Stan then shook his head briefly before he spotted Gwen who looked disappointed as she complained, "Magician of the Year Expo? It's just a bunch of cheap junk and gross-out tricks! I thought it was going to be 'Magic' magic. Not cheesy magic."

Trying to be honest with Gwen about magic, Stan then pointed out and tried to deny that magic was real, "Well just because we've encountered the magic phenomena with Hex before doesn't mean it's going to be real on a large scale by people like me."

In response, Gwen crossed her arms as Ben then said to Stan, "Hey, I agree with you about this whole magic thing being odd, but I think it's real. Anyway, check this out."

Ben then walked over to a cheap gags vendor and began interacting with the props.

"Hey, look, fake bugs in ice cubes, fake barf, fake dog poo!" Ben happily called out to the group.

"Yeah, we get it, Ben. Still as long we're here. We might as well take a look around." Max suggested to the kids.

Gwen nodded still feeling disappointed as Stan shrugged to Max.

A few mins later...

The group had split up and gone into different directions inside the hotel.

Ben was lurking around the gags and jokes section of the convention.

Max was observing the displays of artefacts and knick-knacks.

Stan was carefully walking around the convention feeling slightly bored.

As for Gwen?

She was looking around at booth referred to as 'Magic Jewels.'

Intrigued, Gwen moved over to the booth and saw a variety of different jewels as Gwen asked the store owner, "I don't suppose you have any real magic artefacts?"

The female store owner stopped reading her book and replied at Gwen with a slight German accent, "What you see is what you get honey."

Feeling even more disappointed, Gwen's green eyes carefully scanned the jewellery before she spotted something rather intriguing.

The object in question was a medium-sized bracelet that had yellow streaks on the outside of the bracelet with patterns of blue streaking across like lines.

In the centre of the bracelet was a red and black keystone that some lined streaks running across it.

Leaning down, Gwen grabbed hold of the bracelet and stared at the red keystone in the middle before she slid it on her right arm.

Grinning confidently, Gwen informed the store owner, "I'll take it."

"It's free kid." The store owner replied to Gwen.

"Thanks!" Gwen thanked the store owner before the others then walked up to her.

"Gwen, you find something you like?" Max asked Gwen as Ben and Stan watched on.

Smiling, Gwen then explained, "Yeah, it kind of reminds me of..."

WHOOSH! CRASH!

"ARGHHH!" People screamed from outside as Stan worriedly said, "Oh, that does not sound good. Come on!"

The group of four then ran outside the hotel and saw a large crowd gathered nearby.

In the sky above Las Vegas was a helicopter that was out of control as the pilot struggled to get the vehicle working.

Smoke poured out from its engine whilst a stuntman wearing a straight jacket was trapped underneath via a rope upside down.

Feeling dizzy and sick, the stuntman shouted out, "Someone please help me for the love of god! I don't know how much longer I can hold on like this!"

"I don't think that's part of the act!" Ben remarked in horror as Max pointed out, "Stunts like that are always risky in the first place."

Knowing what had to be done, Stan stated, "I know, I know. It's time I got to work."

Looking around, Stan quickly ran off from the Tennyson trio and crept into a nearby back alley which was deserted.

WHOOSH! ZIP!

The out of control helicopter soared through the air as the aerial vehicle then sliced through some electrical cables.

SNAP! CRASH! WHACK!

Several nearby buildings ended up losing power as the electrical cables sparked onto the nearby roadside where thankfully no one was present.

The rope that the stuntman was trapped on then sparked and ignited as the rope began to fail as things got worse.

However, Stinkfly then arrived.

WHOOSH! ZIP! THUNK!

The Lepidopterran then clung onto the bottom of the failing helicopter and tried to stabilize the vehicle with his strength.

"Everything's under control!" Stinkfly shouted trying to calm the worried people down.

SNAP! CRACK!

The tail fin of the helicopter then snapped and plunged to the ground as Stinkfly then remarked, "Me and my big mouth!"

The helicopter tail fin quickly plunged towards the large crowd as Gwen spotted the oncoming projectile which was about to hit Max.

"Grandpa, look out!" Ben shouted out to Max as Gwen quickly sprinted into action.

BZZZT!

The charm on Gwen's bracelet then began glowing yellow as Gwen then surprisingly jumped and front flipped over two cars as her stamina and strength improved.

Gwen then jumped near Max and shoved him out of the way of the tail fin as it sliced into the ground and destroyed a parked taxi.

WHOOSH! THUD! SLICE! BLAM!

Confused, Max looked at Gwen and asked her, "Gwen? How'd you do that?"

Gwen briefly looked at her right wrist and watched as the Keystone stopped glowing yellow before she confidently remarked, "Just lucky I guess."

Gwen then ran off away from Max as Ben sprinted over to him.

WHOOSH! ZIP!

Back with Stinkfly, the Lepidopterran looked around and gained an idea thinking, _"Eureka! I'll use my Stinkfly spit to stick the helicopter to the apartment buildings!"_

Opening his mouth, Stinkfly then fired out a massive amount of green goo from his mouth.

SPIT! WHOOSH! SPLAT!

With goop stuck on one building, Stinkfly then turned his head and fired out some green goop from his eyestalks.

SPLAT! WHOOSH! SPLOT!

More green glop and goop splattered onto the buildings as the helicopter came screeching to a halt stuck in the goop.

WHOOSH! CREAK... SNAP!

With the helicopter now trapped, Stinkfly quickly began trying to free the stuntman with his hands.

The stuntman saw Stinkfly trying to reach him with his hand as the Lepidopterran called out, "Hold on just a few seconds longer!"

SNAP! CRACK!

The burning fire then burnt through the rope as the stuntman plunged to the ground screaming, "ARGH!"

Panicking, Stinkfly leapt off the helicopter and divebombed down to the stuntman and shouted out, "Almost there... Come on!"

On the ground, however, a familiar heroine sprang into action.

Lucky Girl was back!

Jumping off a parked car with the Keystone of Bezel glowing brightly, Lucky Girl front flipped onto a nearby bus and sprinted across the roof before she jumped in the air.

Lucky Girl then grabbed hold of the stuntman and landed gracefully on a shop cover before she bounced off and landed on the ground.

WHOOSH! GRAB! BOING!

Shocked, Stinkfly then flew to the ground and landed near Lucky Girl.

WHOOSH! ZIP! THUD!

"Lucky Girl?! How did you..." Stinkfly muttered as the crowd began cheering for the two.

Within the crowd, some people recognised Lucky Girl from the news reports as one person whispered, "Is that Lucky Girl from the news reports?"

"It is! It's so exciting isn't it?!" An excited fan of Lucky Girl murmured from the crowd as some else remarked, "What is going with today's society?"

Back with Stinkfly and Lucky Girl, the heroine informed Stinkfly, "Don't even start with me on cramping up your superhero style."

"We need to talk about this back in the Rust Bucket, but thanks for the help. How'd you even get your Lucky Girl powers back?" Stinkfly then informed Gwen.

Lucky Girl merely smirked at Stinkfly in response.

Half an hour later back in the Rust Bucket...

The group was gathered near the table and the seated booth as Gwen was sat down with her laptop researching the bracelet whilst a now Human Stan was looking at Lucky Girl's mask.

Using her laptop, Gwen had managed to find an image of the Keystone of Bezel's charm as Gwen compared the two.

"It looks like it's one of the Charms of Bezel," Gwen observed the results of the comparison she made.

"But that doesn't make any sense. You destroyed all those Charms of Bezel back in that New Orleans cemetery when were fighting that Hex creeps. Although I'm not sure what happened to that spellbook. Maybe it's still there." Stan rambled on stating his opinion on the matter.

"Same here, but I thought I did," Gwen spoke remembering the flashback when she used a shovel to destroy the Charms of Bezel on a gravestone.

No longer thinking, Gwen held up the bracelet on her right arm and explained, "But this is the legendary lost Keystone. It's rumoured to increase ten times the powers in the scale of the one who possesses it."

"Well like most urban legends, this one seems to be fact. Not fiction." Max then remarked to Gwen.

"Oh man... if everything we've encountered so far is real, then who knows what else is out there," Ben spoke in shock before he ranted out, "And I still don't have some kind of cool power which sucks..."

Silence gripped the Rust Bucket before Stan looked at Gwen and pointed out, "You are so lucky."

"It's not luck. It's magic." Gwen responded to Stan before she went quiet.

Wanting to inform Gwen about how he truly felt about Lucky Girl, Stan then stated, "I just want to get this off my chest. I'm sorry."

"For what?" Gwen asked Stan in confusion as Ben and Max watched Stan explain.

"Well, I mean ever since we met the Galactic Enforcers, I was kinda exposed to working with a superhero team. Heck even before that, I've been thinking about wanting to work with other people like me. The issue was I was alone until now." Stan explained his opinion as he handed Gwen her Lucky Girl mask.

Speechless, Gwen smiled happily at Stan before she explained, "I appreciate that. I'm glad there is not any more tension between us about working together as costumed vigilantes. Thank you, Stan, for letting me fight with you."

"Hey, same here. The only we can work better is to move on from the argument we had. And don't worry, we'll make sure that no one will take the Keystone from you, Gwen." Stan declared before he moved out his right arm to shake Gwen's right hand.

Smirking, Gwen then moved her right arm out and shook Stan's right hand as The Omnitrix and The Keystone of Bezel briefly made contact with each other.

Twenty mins later back in the magic convention...

Stan and the group were with a large crowd watching a magic show back in the hotel.

Ben and Max were cheering for the magic show whilst Gwen watched on in boredom with Stan observing the magic show in curiosity.

 _"Hmm... I wonder who will return this time? Seems like Hex is going to be the most likely person who will come back next."_ Stan briefly mused in his head joking about the matter.

Walking onto the stage near the front of the crowd was an emcee who spoke to the crowd via a microphone, "And remembers, the Best Magician of the Year will be found in just a few hours during the solar eclipse. Now, please, remember today's contestant, the Amazing Alan!"

Moving away from the stage, thick smoke covered the stage as a blonde magician emerged with a crate behind him on a chair.

"There's a solar eclipse today?" Stan muttered under his breath as the group watched Alan call out, "For my first trick, I'll need a volunteer!"

"Hey, Stan, why don't you go out onto the stage?" Ben suggested to Stan who grinned back in response.

Moving past Gwen, Stan stepped onto the stage and yelled out happily, "Stan Hopkins, at your service."

Shocked, Alan jumped in the air slightly before he calmed down and watched Stan smiling at him.

"What's he up to?" Max asked the others as Ben then said, "He's about to make things a lot more fun."

On the stage, Alan carefully placed an eager Stan in the box as Alan explained to the audience, "And boy goes in. But what comes out will amaze and surprise you."

As Stan ducked his head in the box, he muttered under his breath, "They won't be the only ones."

Creak...

Alan then closed the box of the lid on Stan's head and locked it as Stan giggled inside.

Inside the cramped Box, Stan managed to look at the Omnitrix as he activated it.

Beep...

The green core slowly rose and popped up as Stan prepared to scroll through the silhouettes.

"I'm thinking Shocksquatch or maybe Heatblast," Stan muttered to himself.

ZAP! BEEP... SPARK!

The Omnitrix core then glowed as green sparks of energy started lashing out into the box which glowed.

"What the?! Not a..." Stan whispered before the Omni energy overwhelmed him in the cramped box.

Closing his deep blue eyes in pain, Stan's body and DNA template began to change as he reopened his now glowing green eyes which had no pupils in them.

FLASH!

As the Omnitrix core shrunk down into his right arm, light black fur slowly grew out from his arm and slowly moved up the rest of his body.

With the black fur growing on his Human body, Stan didn't grow in size unlike most of his alien transformations with his size reaming the same.

Stan's Human features slowly vanished as his hands morphed into black furry hands with faint brown furry stripes going across the fur with the hands having four fingers and one thumb as brown gloves formed over the hands with his black arms being exposed bare.

Next, his feet morphed with Stan's trainers vanishing to have been replaced by flat bobcat-like feet which had two small claws growing on each side.

The feet were then covered by a pair of black combat boots which had a brown striped line running across on the back of each glove similar to some of the other aliens wearing clothing Stan could turn into.

Following this, on his back, a black feline-like tail with a light black ball of fur then grew from his back and curved upwards slightly.

With his fur growth now complete, Stan's face morphed into a bobcat-like face which had a bobcat-like nose which was light brown with his mouth remaining the same but growing to the sides slightly.

In addition, two large pointy ears that had faint brown furry stripes in the fur then sprouted from his head as two deep blue eyes with large black pupils and two brown bushy eyebrows stared at the camera with his head being bare revealing black fur that was pointed upwards in a wild and unruly fashion almost like a haircut design.

Following this, an armoured jumpsuit then morphed on the alien similar to what Four Arms and Diamondhead wore as it covered the alien's body with a hole in the bottom near his trousers for his tail.

The armoured jumpsuit had bright white large stripes that were covered on the left and right side of the bodysuit whilst the middle of the jumpsuit was a thick black colour.

Both of the coloured stripes went down to his trousers and the combat boots he wore whilst his sleeves up the glove remained exposed.

The jumpsuit also had a brown belt with white stripes like Shocksquatch's and also had small black combat shin guards built into the jumpsuit on his legs which protected his legs from damage.

The Omnitrix symbol then morphed on the alien's chest beneath his face as the main transformation finished.

Observing his new body, the bobcat-like alien noticed that something was missing before a weapon fell on the ground before him.

Looking down, the alien saw a large wrench tool that was a dark black colour with brown stripes running across it with a green circle in the shape of the wrench.

The handle of the wench also had green bolts that glowed on it for brief periods of time with a large handle running near the back of the weapon.

The large wrench was known as an Omni-Wrench.

Knowing what the weapon was used for his species, the alien leaned down and grabbed hold of the wrench's handles before he swung it slightly and tossed it over his back before he stared proudly at the camera.

Stan had become a Lombax known as Gadget Cat.

 **(By the way, I would recommend listening to some Ratchet and Clank music if you want to.)**

The green light then faded away as Stan's fourteenth alien was ready to finally unleash action and chaos upon all his foes.

FLASH!

A few seconds later back on the outside world...

Near the box, Alan the magician then shouted out, "Abra Kadabra!"

The box then began shaking as Stan transformed into Gadget Cat for the first time as the box expanded out with the green light getting stronger.

Shocked, Alan stepped back as the box finally exploded with the green light flashing away.

CRASH! WHAM!

The black-furred Lombax flew out of the box and crashed onto the wooden stage with the Omni-Wrench that had spawned near him landed near the dazed alien.

There was stunned silence in the crowd as the Tennyson trio froze in shock upon discovering that Stan had transformed into yet another new alien.

Except this one seemed rather different.

"No... It can't be..." A shocked Max whispered under his breath as Ben and Gwen stared at him in shock.

"What's the wrong Grandpa?" Gwen asked Max who replied, "I'd never thought I'd see one..."

"See what?" An annoyed Ben asked Max who informed Ben with excitement, "A Lombax... One of the rarest alien species in the universe... And they are not even native to the Milky Way Galaxy..."

Ben and Gwen then looked back at the stage as Gadget Cat slowly moved his face off the ground and groaned slightly with his voice sounding like a young teenager which faintly had a bobcat-like meow if you listened very carefully similar to Shocksquatch's electrical charge when he talked.

"Urgh... What am I this time?" The dazed Lombax complained as he observed his new humanoid cat-like form before he remarked, "Number fourteen? Figures."

Looking around, Gadget Cat then spotted his Omni-Wrench and leaned down grabbing the giant wrench as the shocked crowd watched on.

 _"A wrench? What good is this alien if I need a wrench?"_ The Lombax thought in his head as he discovered that unlike the other alien forms, this one had no specific powers in him that he knew off.

If there was anything the Lombax could do.

However, Gadget Cat then realized something.

He had transformed near a large crowd of people when he was a brand new alien that he didn't know how to use.

Blushing in embarrassment and fear, Gadget Cat slowly faced the audience and waved to them slowly with his left hand whilst his right hand clutched onto the OmniWrench.

The crowd then exploded in excitement and cheered loudly as the Tennyson trio watched on.

CRASH! SHATTER! WHOOSH!

The glass window of the ceiling in the auditorium then melted into plastic as a thick cloud of red smoke entered the building.

The red cloud of smoke floated down to the stage right where Gadget Cat and Alan where before it exploded.

BLAM! WHOOSH! THUD!

Alan was sent flying off to the side as Gadget Cat ended up spotting the explosion and incredibly managed to backflip away from it which surprised him.

Gadget Cat ended up landing on the floor of the stage as the Omni-Wrench landed on the floor nearby.

"Okay, I'm very good at athletics and I seem to have increased reactions and reflexes, that's pretty cool actually." The newly transformed Lombax muttered under his breath.

Back on the stage, the smoke vanished as Hex and Charmcaster appeared together on the stage as the crowd began screaming.

Recognising Hex, Gwen glared and shouted out, "Hex!"

As Gadget Cat grabbed the Omni-Wrench and stood up, spotting Hex, Alan moved forward and yelled at Hex, "Hey, wait your turn pal. You're ruining my act!"

"You idiot! It's not a show anymore! Get out of here!" Gadget Cat warned Alan knowing how dangerous Hex was.

Not impressed, Hex's eyes flashed pale yellow as he muttered to Alan, "I have no time for amateurs."

BZZZT! WHOOSH!

Alan ended up floating in the air as Hex used his telekinesis to hurl him towards Gadget Cat.

Spotting Alan being throw at him, the Lombax quickly glared and used his athletic skill to jump sidewards to the right.

WHOOSH! THUD!

Alan ended up narrowly missing Gadget Cat as the Lombax held his ground and gripped onto his wrench tightly.

Ignoring Gadget Cat, Hex then boomed out towards the crowd, "Give me the Keystone of Bezel!"

"Shut up Hex! The pair of you aren't getting the Keystone!" Gadget Cat angrily shouted to Hex and Charmcaster back.

Turning around, Hex noticed the Lombax and stated loudly, "Ah, the shapeshifter. If you're nearby, then Lucky Girl should be as well."

Knowing how to draw out Lucky Girl, Hex angrily shouted out to the crowd, "If it's magic you want, then it's magic you shall have!"

Aiming his glowing staff at the crowd, chaos occurred as red explosions of smoke sent the crowd scattering.

BZZZT! WHOOSH! BLAM! BOOM! CRASH!

Within the thick smoke, the Tennyson trio stuck together as Max remarked, "Hex is up to his old tricks again."

"Then we'll beat him once again!" Ben then declared loudly.

Agreeing with Ben and Max, Gwen then bravely muttered, "Looks like a job for Lucky Girl!"

Gwen then ran off as Ben and Max nodded and ran off into the crowd together whilst Hex continued shouting out, "Give me the Keystone or I will destroy you all!"

Back on the stage, Gadget Cat had enough and decided it was time to take action.

"Alright... Bring it on!" Gadget Cat shouted out as the Lombax charged towards Hex.

"Charmcaster! Deal with the shapeshifter!" Hex ordered his niece wanting to focus his revenge on Lucky Girl instead of Stan.

Seeing no choice, Charmcaster shouted out, "Yes, uncle!"

Facing the Lombax, Charmcaster opened her Magical Charm Bag and hurled some grey disks from the bag.

WHOOSH! SLICE! THUNK! WHAM!

The grey disks flew towards Gadget Cat who tried to swat the projectiles away with his Omni-Wrench before Charmcaster managed to repel him back.

As Charmcaster battled Stan, Gwen confronted Hex having changed into her Lucky Girl costume.

"You forgot to say pretty please you ancient dinosaur!" Lucky Girl mocked Hex.

Hex spotted the Keystone of Bezel on Lucky Girl's right arm and shouted out in shock, "The Keystone and Lucky Girl?! How convenient..."

WHOOSH! CRACK! GRAB!

Hex was then smacked in the back of his face by the Omni-Wrench as Gadget Cat managed to catch it as the weapon returned to him like a boomerang.

"You really shouldn't talk back when someone is about to attack you!" The Lombax shouted from behind Hex's back.

Infuriated, Hex then glared at Gadget Cat with his eyes flashing yellow as the sorcerer fired invisible eye beams at the Lombax.

BZZZT! WHOOSH!

"Gah!" Gadget Cat shouted in shock as the alien flew through the air before he crashed onto an empty magic store.

CRASH! SMACK!

Rubble and debris from the store went flying everywhere as the Lombax groaned in pain before he muttered, "Urgh... I've got to find out what else I can do."

Shocked at what had happened to Stan, Lucky Girl then charged towards Hex and Charmcaster.

Turning around, Charmcaster fired more grey disks from her Magical Charm Bag that slammed into Lucky Girl and sent her tumbling onto the floor.

WHOOSH! THUNK! SLID!

Rezipping her Magical Charm Bag, Max and Ben then hurled some bowling pins at her back.

WHOOSH! CLANG! CLONG!

Unimpressed, Charmcaster quickly reopened her Magical Charm Bag and hurled a disk towards Max and Ben.

Unlike the other discs, the disk expanded and grew in size as it ended up rolling on the floor.

Rumble... WHOOSH!

"Watch out!" Max shouted out to Ben as the two ran away and scattered into separate shop booths that were empty.

CRASH! CRACK!

The giant disc then crashed into a nearby wall as Charmcaster turned around only to be kicked by Lucky Girl with a flying sidekick.

WHOOSH! SLAM! SKIDD!

Charmcaster crashed onto the wooden stage as Lucky Girl shouted out, "If you're playing around with Hex, you're no friend of mine."

Hex then saw his advantage and grabbed hold of Gwen's right arm before he muttered back, "There are two kinds of luck child. Let me show you the bad kind."

"Guess what? I'm just not lucky anymore. I can kick ass!" A smirking Lucky Girl replied at Hex.

Using her strength that the Keystone of Bezel provided to her, Lucky Girl then grabbed Hex and flipped him downwards on his back as she escaped his grip.

"Ooof!" Hex grunted in pain briefly before he glared at Lucky Girl and recovered.

"Even with your new powers, you are no match for a master magician! Now give me the Keystone!" Hex shouted out to Lucky Girl who adopted a martial arts stance in response.

"No, how about I give you this?" Gadget Cat called out to Hex.

Confused, Hex turned around and spotted Gadget Cat carrying some kind of futuristic weapon where the Omni-Wrench he was carrying had now been replaced by it.

The weapon in question was a short dark blue shotgun that had silver highlights with a glowing blue scope and a left-hand grip.

Cocking the energy weapon like a shotgun, Gadget Cat aimed the weapon at Hex and informed Hex, "See hello to the Shock Blaster."

"Your pointless technology won't work against me shapeshifter!" Hex replied in anger as Lucky Girl watched on wanting to see what Stan was up to.

A gigantic grin appeared on the heroic Lombax's face as he cocked the futuristic shotgun and clicked on the trigger.

Flick! WHIRRR... BLAST!

A massive ball of green wave-like energy erupted from the weapon that slammed into Hex as he crashed into a speaker system.

The speaker system then fell onto Hex as Gadget Cat sarcastically mocked Hex, "You were saying?"

CRASH! WHAM!

Moving over to Gadget Cat, Lucky Girl asked him, "How did you even get that weapon, to begin with?"

Facing Lucky Girl, the Lombax explained, "Unlike some of the other aliens I can turn into, this one can use a gimmick I've dubbed Quick Select."

"And what does that mean?" Lucky Girl asked in confusion as Gadget Cat stated, "I can get some kind of random weapon which replaces my Omni-Wrench for a brief period of time. I'm also smart like Grey Matter but not for everything, just technology and what these weapons are that I can use."

"That's cool, you're some kind of Gadget Cat aren't you?" Lucky Girl grinned as she crossed her arms not noticing Charmcaster recover nearby.

Smiling back in response, the Lombax said back, "Gadget Cat... That works well for this fourteenth alien I've unlocked. Thanks for the name."

Lucky Girl nodded back before she spotted Hex who was pinned underneath the speaker as she mocked him, "Finders, keepers, skull face!"

"And losers, weepers!" Charmcaster responded to the two heroes.

Lucky Girl and Gadget Cat turned around as the Lombax cocked the Shock Blaster weapon in response.

Charmcaster then unzipped her Magical Charm Bag and hurled some pink and brownstone figures near the feet of the two.

"Is that the best you've got?" Lucky Girl mockingly asked Charmcaster as the rocks then began glowing purple.

BZZZT! WHOOSH!

The rock figures then grew in size and morphed into large stone canine dogs which were about the size of Wildmutt.

"Then again, that's pretty good." Gadget Cat informed Charmcaster as the Lombax activated his Quick Select ability.

Green digital dots then surrounded the Shock Blaster as the Lombax gained another random weapon by thinking about it almost like he was being controlled by a controller.

WHOOSH! ZAP!

The Shock Blaster had been replaced by a futuristic pistol weapon which was a medium-sized orange blaster that a barrel used to store plasma energy with a barrel opening for the gun.

The green digital dots then faded as Gadget Cat observed the pistol before muttering in disbelief, "A Combuster? Plumber recruits would use something like this."

Shaking his head, Gadget Cat then ran forward and began firing bolts of green plasma energy towards Charmcaster as Lucky Girl began fighting the stone dogs.

WHOOSH! BLAST! BLAM! THUD!

Getting close to Charmcaster, Gadget Cat then jumped upwards and kicked the female sorcerer in her face as the Lombax then aimed the Combuster in her face.

WHOOSH! CRASH! THUNK!

"Give up! You can't beat technology vs magic!" Gadget Cat shouted at Charmcaster who yelled back, "Get off me cat breath!"

Charmcaster then used her Magical Charm Bag to summon a totem which slammed into the Lombax's gut.

WHOOSH! SLAM! WHACK!

"Urgh!" Gadget Cat muttered in pain as the Lombax skidded onto the floor as Charmcaster then took out some stone marbles from the Magical Charm Bag and hurled them at the wooden floor.

"See ya around kitty!" Charmcaster mocked Gadget Cat who looked around and noticed the Combuster weapon he had was gone just as the marbles landed near him.

The stone marbles then exploded in a flash of purple smoke destroying the wooden floor below the Lombax.

BOOM! CRASH! WHOOSH!

"ARRGHH!" Gadget Cat screamed in shock as he plunged into the basement and landed at the bottom.

At the same time, Lucky Girl grabbed hold of the stone dog and slammed them both together as the stone materials quickly disintegrated and crashed on the stage.

SLAM! WHACK! CRASH!

Shocked, Charmcaster stepped back as Ben and Max then pushed a tipped over shelf onto her back.

WHOOSH! SLAM! THUD!

Charmcaster crashed onto the stage as Hex managed to free himself from the speaks and snapped in anger.

"ENOUGH! I WON'T LOSE TO YOU AGAIN LUCKY GIRL!" Hex madly shouted out as his eyes glowed a pale yellow.

Aiming his staff at the Tennyson trio, Hex swung the weapon as a psychokinetic blast of energy was launched from it.

"Urgh!" Everyone grunted together at the same time as the trio flew out of the stage via the red curtains and the back door.

WHOOSH! SLAM!

Once outside the trio crashed into the back edge of the complex landing near the garden maze of the hotel which was near the gardens.

CRACK! SKID!

Groaning, the trio then quickly recovered as Max asked the kids, "Where's Stan?"

Then below on the ground landed more of Charmcaster's stone figures.

"Run!" Ben shouted out loudly as the stone dogs came to life.

BZZZT! WHOOSH!

The trio quickly fled from the large dogs as the stone animals chased after them.

Quickly the three hid behind a nearby bush as the stone dogs ran off behind another section of the maze.

Near the entrance to the maze, the familiar red cloud of smoke appeared as Hex and Charmcaster landed in the maze.

BZZZT! WHOOSH! BLAM!

A cloud of purple smoke blasted over the two as Hex ordered Charmcaster, "Circle, then drive them towards me like lambs to the slaughter."

"Yes, Uncle." Charmcaster nodded to Hex before she ran off into another part of the maze as Hex began searching his half of the maze.

At the same time back in the deserted hotel...

Creak... Thunk!

A gloved hand emerged from the hole as a dusty and sweaty Gadget Cat managed to climb out of the hole and back onto the stage.

"Oh good grief, that was a long climb... Wait, where is everyone else?!" The Lombax panted out before he realized everyone else was gone.

Straightening himself up, Gadget Cat once again used his Quick Select ability and reacquired his Omni-Wrench.

WHOOSH! ZAP!

Feeling confident, the Lombax then rushed to the back of the stage and muttered, "I've got to hurry before something bad happens to the others!"

Back in the maze...

The Tennyson trio had ended up splitting up as Hex and his forces searched for the three whilst Gadget Cat ran into the entrance of the maze.

As Lucky Girl sprinted down one part of the maze, she reached a dead end and rushed into another part whilst Ben ran past in the opposite direction as Max then sprinted nearby as well.

Reaching a dead end in the maze, Max turned around and gasped when he saw one of the stone dogs charging towards him.

But then Gadget Cat jumped up from above the maze and glared at the stone dog before he slammed the Omni-Wrench into its face.

WHOOSH! CRACK! WHAM!

The stone dog was reduced to rubble as the Lombax quoted, "Puny dog."

"Stan are you okay?" Max asked the Lombax who nodded back.

Gadget Cat then looked at Max and asked him, "Where's Ben?!"

"ARGH! HELP!" Ben screamed out nearby as he ran around the corner where four more of Charmcaster's stone dogs were chasing him.

Shocked, Gadget Cat quickly focused his mind on using his Quick Select ability as the OmniWrench vanished in a pile of green digital dots.

WHOOSH! ZAP!

Gadget Cat then ended up with a crazy new weapon, which appeared in a pile of green digital dots, the Sheepinator.

The Sheepinator was a medium-sized weapon that had three triple beams with blue energy cables connecting the main beam of the weapon with it having a seeable handle for the energy charger.

Not knowing what the weapon would do, Gadget Cat shouted out to Ben, "Get over here behind me!"

Seeing the new alien shout, Ben quickly moved behind near Max as the Lombax pressed the trigger of the futuristic gun and aimed it at the stone dogs.

WHOOSH! WHIRRR! POOF! POOF! POOF! POOF!

A green energy beam lashed out towards the stone dogs before they poofed in thick smoke as they transmorphed into sheep.

Flicking the weapon off, Gadget Cat placed the Sheepinator on the floor as the group watched the smoke clear up.

Where four vicious stone dogs once were, they had now been replaced by four small and cuddly sheep.

"BAAA!" One of the sheep called out as it hungrily crunched on some nearby leaves in the plant maze.

"Did you just turn them into sheep?" Ben muttered in shock dumbfounded by what had happened.

"I just did, Ben. I just did." Gadget Cat remarked back as the Sheepinator then vanished back into digital green dots.

The Omnitrix symbol on Gadget Cat's chest then began flashing red indicating that he would transform back to normal.

BEEP! BEEP! BEEP!

"Well that was fun while it lasted, see you on the flip side guys." Gadget Cat informed Ben and Max before he transformed back to Stan in a flash of red light.

FLASH!

The Omnitrix then reverted to Human DNA as Gadget Cat's Lombax features slowly vanished as Stan morphed back to normal.

As the blinding red light faded, Stan briefly groaned before muttering, "Whoa... That was one of the most interesting alien's I've become yet."

"Darn right! That alien was awesome!" Ben spoke as he patted Stan's back enthusiastically.

"We'll talk about it later, but right now we need to find Lucky Girl," Max advised the boys as they both nodded.

In another part of the maze...

Sprinting towards the bushy wall, Lucky Girl carefully placed her back against the bush and slowly sneaked across the wall.

Rustle...

Something rustled on the other side of the maze as Gwen stopped moving and said, "Okay, Hex. Time for a surprise party."

Lucky Girl then leapt over the hedge bush and landed on the other side.

And saw Charmcaster, not Hex.

CRACK! WHAM!

Lucky Girl's foot collided with Charmcaster's face as the sorcerer crashed onto the ground with her Magical Charm Bag being discarded to the side.

Gwen also leaned down and grabbed said bag before she asked her, "Not so lucky without that bag of tricks are you?"

Charmcaster backed away from Lucky Girl as fearfully explained, "I... I... I didn't mean to hurt anybody! My uncle made me do it, I swear!"

"Why should we believe you?" Lucky Girl questioned Charmcaster who replied, "My name is Charmcaster. I'm Hex's niece. You know what he's like, he doesn't take no for an answer."

Lucky Girl crossed her arms as Charmcaster pleaded, "I can help you, he's after the Keystone and your bracelet."

"Duh, he wants it to magnify his powers." Lucky Girl said remembering Hex's plan last time.

"That's not all. If he performs the ritual of Bezel with the Keystone and the Archamada book of spells at the highest point during the eclipse, he can recreate the other charms you destroyed and then he'll able to reshape the world in the manner he sees fit." Charmcaster fully explained Hex's plan to Lucky Girl.

"Making new friends are we Charmcaster?" Hex mockingly informed the girls.

Gritting her teeth angrily, Lucky Girl and Charmcaster watched as Hex morphed through the bush of the hedge.

Raising his hand, Hex was then shown to be levitating Stan, Ben and Max in the air as Hex demanded out, "Give me the Keystone or watch them suffer a painful demise!"

"Don't do it, Gwen! Hex can still be beaten!" Stan encouraged Gwen from above whilst Hex ignored Stan.

Seemingly encouraged by Stan, Charmcaster then yelled at Hex, "I won't let you do this, uncle!"

Grabbing her Magical Charm Bag from Lucky Girl, She opened it and aimed at Hex as dozens of small stone bats flew out of it.

BZZZT! WHOOSH! FLAP! FLAP!

"What trickery is this?! Charmcaster! How dare you betray me!" Hex shouted at Charmcaster enraged by her actions as the stone bats grabbed him by his clothing.

The stone bats then flew Hex into the air as he struggled to escape with his levitation spell wearing off as Stan, Ben and Max plummeted to the ground.

WHOOSH! THUD!

As for Hex?

He ended up being dumped in the nearby swimming pool outside the hedge by the stone bats.

"No! No! No! Argh!" Hex cursed as he plunged into the chlorine infested waters of the swimming pool.

WHOOSH! SPLASH!

Once Hex landed in the pool, nearby swimmers quickly ran away from the area knowing how dangerous Hex could be.

"I guess you are legit, now let's go finish the job before Hex can dry off!" Lucky Girl optimistically suggested to Charmcaster.

"My uncle is going to be mad at me isn't he?" Charmcaster replied to Lucky Girl as the others approached her.

"Okay, then go with my Grandpa and my cousin, Stan and I will handle your uncle." Lucky Girl casually remarked back.

Surprised and feeling joyful, Charmcaster then tightly hugged Lucky Girl.

"Oh thank you! Thank you! I will never forget this." Charmcaster thanked Lucky Girl as the two stepped back.

"Gwen, let's rollout," Stan informed his partner as Lucky Girl nodded back and the two ran off into the maze.

"Urgh. Is it just me or was that a bit weird? Lucky Girl questioned Stan.

"Hey, you're a superhero now. Trust me people act weird around us." Stan bluntly replied as the two reached the maze's exit.

Reaching the swimming pool complex, the two-spotted Hex emerging from the swimming pool on a waterspout.

SPLOSH!

Briefly looking at the Omnitrix, Stan spotted it was still recharging as he informed Gwen, "The watch still hasn't recharged yet. We should wait a few mins."

"We can't wait!" Lucky Girl shouted back at Stan as she charged towards Hex and leapt up in the air.

Only for her to fall back on her face.

CRASH!

Worried for Gwen's safety, Stan angrily glared at Hex as he moved forward and landed on the edge of the pool.

"Leave her alone you freak!" Stan shouted at Hex who merely turned around as his eyes glowed yellow.

BZZZT! WHOOSH!

Stan ended up being frozen in mid-air as he hatefully glared at Hex.

With Stan out of the way, Hex glared to Lucky Girl and grabbed her by her right arm having lost his patience.

"Give me the Keystone!" Hex calmly ranted to Lucky Girl as he prepared to pull it off the gauntlet.

However, Hex then froze and discovered that Keystone was not on the bracelet.

Smirking, Hex then let go of Lucky Girl and dropped Stan onto the ground.

THUD!

Lucky Girl quickly pulled Stan up from the ground as Hex informed the two, "We'll see each other soon and finish our business then."

BZZZT! WHOOSH! BLAM!

Hex then vanished in an explosion of red smoke as the two kids covered their eyes briefly before the smoke cleared away.

"What just happened there?" Stan asked Lucky Girl.

Looking down, Lucky Girl realized that the Keystone of Bezel was gone on her right hand.

"HUH! The Keystone! It's gone! Charmcaster..." Gwen gasped before she growled in anger furious that Charmcaster had screwed with her.

"Trust me. I know how you feel, the same thing happened with Kevin." Stan darkly muttered in response to Gwen's fury.

On a nearby rooftop above the swimming pool...

Charmcaster waited for Hex as he triumphantly smirked and praised her before he remarked, "Playing innocent was genius, my dear. Though you should have informed me first."

"Yes uncle, I was wrong not to. But I had to think fast when the Lucky Girl surprised me." Charmcaster explained to Hex as she handed him the Keystone of Bezel.

"No matter, soon I shall have enough power to destroy all my enemies and rule the world!" The powerful sorcerer declared before he began laughing darkly.

Looking over the rooftop was the largest building in Las Vegas, the Las Vegas Space Needle where the sun and the moon were slowly moving into the eclipse phase.

Back with the group at the Rust Bucket nearly ten mins later...

Ben, Lucky Girl and Stan carefully moved Max back to the Rust Bucket as he leaned down against it.

"Ahh... I and Ben turned away for just a second and Wham! When I came to, Charmcaster was gone." Max informed the group.

"Yeah, I can't believe she tricked us! She was a fraud!" Ben angrily complained.

"All that Uncle made me do it stuff was just an act! She needed to get close enough to me to steal the Keystone. " Lucky Girl remarked before she took off her mask.

"Some hero I turned out to be." Gwen sadly muttered as Stan moved forward and decided to make her feel better.

"Gwen, I know you wanted to help others out, but this is important. You gave people something I never could. Hope." Stan explained to Gwen.

"Hope?" A confused Gwen asked Stan who explained to the best of his ability, "Take my favourite fictional hero, Superman. In-universe, Superman is seen as a beacon of hope because he can inspire people with his secret identity. Superman can live his life in peace and quiet like me as long as my identity is not revealed."

Stan then finished his talk by informing Gwen, "It's the same with Gwen and Lucky Girl. On the outside, they're both different people, but in my opinion, Lucky Girl has inspired hundreds if not more people by installing hope and inspiration into them. That's what it means to be a hero in my opinion."

Gwen gave off the biggest smile Stan had ever seen in response as she said to Stan, "Thanks for never giving up and supporting me."

Stan smiled back as his face blushed red briefly not knowing what to say whilst Max watched the behaviour of both Stan and Gwen and realised what was happening.

"Um hello?! We have bigger things to worry about! Right now we should be worrying about how to stop Hex and Charmcaster before they recreate all those other charms." Ben then intervened to the group.

"She said that the ritual would be performed at the highest point during the eclipse." Max informed the other as Gwen stated, "And the highest point around here is..."

"The Las Vegas Space Needle tower." Stan then spoke as the group looked up at the giant tower which dominated the landscape for miles.

At the top of the Las Vegas Space Needle Tower...

The tallest structure in Las Vegas dominated the urban landscape for miles as Hex and Charmcaster leapt from each building before they jumped up high and landed at the top of the building.

Ding!

A nearby elevator then opened up as some tourists spotted the two sorcerers on the separate pipes they had landed on as the wind rippled in their faces.

Glaring at the tourists in the elevator, Hex's eyes glowed yellow as he fired a magic beam from his staff to the elevator.

BZZZT! WHOOSH! BLAM!

The tourists managed to frantically close the elevator doors as Hex then sealed the doors shut with his staff by using a heat beam of magical energy.

SIZZ! HISS! THUD!

With no one to distract him or ruin his plans, Hex then shouted out to Charmcaster, "I do not wish to be disturbed!"

Charmcaster nodded back as Hex then began the ritual to reacquire the Charms of Bezel.

Looking up to the sky, Hex watched as the Sun and the Moon slowly aligned into place.

BZZZT! WHOOSH!

The Keystone of Bezel then glowed yellow in Hex's right hand as the evil sorcerer began chanting, "Barban Hextida Zerzam! Barban Hextida Zerzam!"

The glowing Keystone flew upwards out of Hex's hand towards the top of the radio tower before it stopped at the moon and sun aligned behind each other.

The sky then began glowing red as the sun and moon formed a dark red object that illuminated the sky.

Down below at the base of the tower...

SCREECH! WHOOSH!

The Rust Bucket screeched to a halt outside the gigantic tower as the group opened the side door and stepped out.

Grouping together the four watched the chaotic solar eclipse preparing to begin shortly.

"We're running out of time, the eclipse is only a few minutes away," Max informed Stan.

Gwen then sadly muttered to Stan, "Guess it's all up to you then."

"I'll need some help from you three. Besides, you can't save the world alone. Anyway, you still feeling lucky Gwen?" Stan replied to Gwen.

"What can I do without my powers?" Gwen said to Stan still feeling depressed as Ben and Max listened to the two talks.

Stan then touched Gwen's shoulder with his right hand and reminded her, "What about all the times you helped us without magic powers?"

Remembering Stan's motivational speech, Gwen nodded back as a red tint briefly flared over her cheeks as Stan moved his right hand off her shoulder.

A security guard then ran past the group as the police forces quickly cordoned off the building as the elevator landed at the bottom of the building where the shocked tourists began walking out of the tower.

"Elevator's out. How are we going to get up there?" Gwen asked the other as Stan looked at the Omnitrix which was still recharging.

"The Omnitrix is still recharging, I'd used Stinkfly but that's not an option." Stan bluntly informed the others as Ben complained, "Oh man, that sucks when the stupid watch doesn't work right."

Looking around, Max spotted a window washer platform as he told the kids, "But that window washer's platform is."

The group then spotted a window washer platform as the cleaner retreated from the area.

Max then ran over to the window washer platform as Ben and Stan grinned at each other.

"I have an idea for my ride." Ben remarked back to Gwen as Stan then said, "I know what you're talking about..."

Ben and Stan then ran off inside the Rust Bucket as Gwen then sprinted over to the window washer platform.

ZAP! SPARK! WHOOSH! BZZZT!

The Keystone of Bezel gave off numerous sparks of magical energy as the moon moved in closer to covering the Sun.

"Barban Hextida Zerzam!" Hex shouted as his incarnation became more powerful.

"You didn't think you'd get rid of me that easily did you?" A familiar voice mocked Hex.

Both Hex and Charmcaster turned around and spotted Lucky Girl seemingly floating over the edge of the building.

"Lucky Girl... You should learn when to give up brat." Hex replied to Lucky Girl who bravely yelled back, "Now give me back the Keystone or deal with the awesome powers of Lucky Girl!"

Not fooled by Lucky Girl, Charmcaster then shouted out, "That is bogus! She can't have any powers, It's some kind of trick!"

Agreeing with Charmcaster, Hex then aimed his right hand at Lucky Girl and activated his psychokinetic spell ability.

BZZZT! WHOOSH!

A yellow glow surrounded Lucky Girl as Hex lifted the young heroine where Max was shown to have boosted her up from the window washer platform.

Lucky Girl and Max were then chucked onto the tower platform as Hex chuckled slightly.

SMACK! THUD!

Aiming his staff at the two, Hex confidently remarked, "Your silly stunt has gained you nothing!"

Recovering from the ground, Lucky Girl then informed the two evil sorcerers, "You should know better than anyone that sometimes Magic is about misdirection."

"Alons-Y!" A familiar voice shouted out from up in the sky.

Confused, Hex looked upwards and saw Ben and Stan on Tetrax's hoverboard.

"Take this skull face!" Ben mockingly taunted Hex as he flew the hoverboard into Hex's face.

WHOOSH! ZIP! CLONG!

The hoverboard flew back into the air as Stan and Ben then cheered loudly.

"Wow! This thing is a lot of fun!" Ben shouted out to Stan who yelled back, "Thank Tetrax for this when you next see him!"

WHOOSH! ZIP!

Ben and Stan then turned around as Max and Lucky Girl waved up to the two.

"Boys, watch out! Hex is..." Max called out to the two.

Listening to Max, Stan then turned around and watched as Hex shoved Ben off the hoverboard.

"Ben! NO!" Stan screamed in fear and horror as Ben went tumbling off the side of the hoverboard.

Thankfully, Ben managed to grab hold of the edge of the hoverboard as Stan angrily glared at Hex.

"I shall not be denied my destiny as ruler of the world you brats!" Hex calmly ranted to Stan.

Having had enough, Stan angrily remarked, "That's it! You're not becoming ruler of the world you dumbass! We'll just beat you again!"

"Then perish shapeshifter." Hex coldly spoke back preparing to kill Stan.

BZZZT! WHOOSH!

Hex's staff then glowed yellow as he swung the weapon towards Stan.

Seeing the oncoming staff, Stan quickly ducked his head sidewards and dodged the magic weapon before he raised his left leg and performed a snap kick.

Right in Hex's private area in between his legs.

WHOOSH! CRACK!

Grinning darkly, Stan watched as Hex's eyes widened in pain before he angrily gritted his teeth and swung his staff towards Stan again.

BZZZT! WHOOSH!

 _"I've just got to keep this up until I can use the Omnitrix and beat Hex again."_ A confident Stan mused in his head as he continued to dodge Hex's attempts to swing him of Tetrax's hoverboard whilst Ben continued clinging onto it trying to climb on and regain his balance.

Tetrax's hoverboard flew around the Space Needle numerous times as Charmcaster watched on.

Turning her head, Charmcaster spotted Lucky Girl and Max charging towards her as Lucky Girl shouted out, "Hey, Charmcaster! Read any good stories lately?"

Charmcaster remained silent as she unzipped her Magical Charm Bag and tossed some stone bombs onto the ground.

BZZZT! WHOOSH! BLAM!

Lucky Girl and Max were sent flying onto the nearby High Roller roller coaster train as the train remained non-operational.

Leaping up on a nearby railing, Charmcaster spotted the control booth for the ride and hurled a stone bomb towards it.

BZZZT! WHOOSH! BLAM!

The High Roller roller coaster ended up becoming operational as the train moved across the red tracks at a very fast speed.

"Hold on!" Max shouted out to Lucky Girl as the roller coaster train speeded up even more.

Smirking, Charmcaster then spotted Tetrax's hoverboard flying across the skyline as Hex and Stan continued their brief skirmish.

Dodging another one of Hex's attacks, the Omnitrix finished recharging on Stan's right arm.

BEEP!

The dark red colour changed back to the bright green colour and changed it to the Upgrade silhouette automatically.

Hoping he would transform into Upgrade, Stan shouted out to Hex, "Yes, time for a digital Upgrade!"

SMACK!

Hex then smacked Stan's feet as Stan ended up tumbling off the board with Ben then falling with him.

"ARGH!" Ben screamed in fear as Stan quickly slammed down the exposed core of the Omnitrix.

Unfortunately, Stan's hand ended up slipping the silhouette to Wildvine's icon instead.

FLASH!

A bright green flash of light engulfed Stan as Wildvine subsequently emerged from the other side.

Looking over his body, the Florauna muttered in shock, "Wildvine?! You've got to be kidding me!"

"Save us now, complain later!" Ben reminded Wildvine as the two plunged to the Las Vegas streets below.

Nodding back, Wildvine then stretched out his right plant hand and grabbed hold of a nearby hotel sign.

WHOOSH! STRETCH! GRAB!

Wildvine then grabbed hold of Ben with his stretchy left hand as the two swung above street level.

Right below a crowd of gathered civilians.

WHOOSH! STRETCH! BOING!

Wildvine then flew across the ground and back into the air as the civilians cheered Wildvine on below.

Wildvine then crashed into the bottom of Tetrax's hoverboard.

WHOOSH! STRETCH! THWACK!

Shocked, Hex attempted to balance his weight on the hoverboard as Ben dangled below the hoverboard in Wildvine's left hand which was encased around him.

"Don't look down Ben!" Wildvine advised his best friend as the Floaruna gripped onto the board with his stretchy body and right hand.

Ben closed his eyes in response as Tetrax's hoverboard ended up flying back to the Space Needle tower.

WHOOSH! CRASH! THUD!

Charmcaster narrowly dodged the crashed hoverboard as the two Humans and the single Florauna crashed onto the floor of the tower.

Hex ended up being briefly knocked out as Ben and Wildvine groaned in pain together.

"You okay Ben?" Wildvine asked Ben who groaned out, "Yeah... Oh man... I don't feel so good..."

Looking ahead, Wildvine then watched Charmcaster hurling some stone bombs at the two.

Quickly grabbing Ben, Wildvine dodged the bombs which landed onto the roller coaster track nearby.

BZZZT! WHOOSH! BLAM!

The roller coaster track was shredded into debris and rubble as Wildvine and Ben spotted the High Roller vehicle speed around the track.

"OH CRAP!" Ben shouted in shock as Wildvine quickly placed Ben onto the side and ordered him, "Stay here."

As the rollercoaster hurled around the track, A panicking Lucky Girl screamed out, "We're not going to make it! ARGH!"

The roller coaster train then plunged off the track as Wildvine leapt into action.

Stretching his body as far as it would go over the edge, Wildvine's legs managed to balance onto the floor as Ben helped to stabilize them by grabbing hold of the legs with his hands.

WHOOSH! STRETCH!

The wind blew in Wildvine's face as the plant-like alien managed to grab hold of the plummeting roller coaster cart and caught it just in time with his hands and arms ensuring the metal vehicle.

WHOOSH! STRETCH! GRAB! THUD! CRUNCH!

"URGH!" Wildvine grunted in pain as green blood leaked out of his arms briefly as the shattered Florauna slowly dragged the roller coaster cart back onto the Space Needle tower.

Once the roller coaster cart was dragged back up the Space Needle tower, The Tennyson trio regrouped around Wildvine as he retraced his long bleeding arms.

"That's going to leave some marks." Max muttered to Wildvine who replied, "Urgh... Hopefully, when I change back, I won't be injured like this."

BZZZT! WHOOSH! ZAP! RUMBLE! SPARK!

The moon and the sun finally aligned between each other as the solar eclipse began as Hex slowly recovered and stood up.

"I'll take it from here, Charmcaster." Hex informed his young niece.

Having enough of dealing with Hex, Charmcaster then bluntly stated, "That would be a big no, uncle."

"What?! You dare defy my orders again?!" Hex raged to Charmcaster as she turned around and explained, "Change in plans, I get the power of the Keystone, the Book of Spells and the charms and you get squat."

"Traitorous bitch!" Hex angrily cursed as he grabbed his magic staff using his telekinesis.

BZZZT! WHOOSH! GRAB!

However, Charmcaster then hurled some stone bombs at Hex before he was able to grab the staff.

BZZZT! WHOOSH! BLAM!

Purple smoke sent Hex careening off to the side as he crashed into a ventilation pipe before he was knocked out again.

Sliding against the pipe in a seated position, Charmcaster grinned and muttered out, "I just needed a Master Magician like you to perform the recreation ritual. And now that's done..."

Walking away from Hex, Charmcaster raised her hands to the sky and declared, "Now where was I?"

BZZZT! WHOOSH! ZAP! RUMBLE! SPARK!

Various yellow sparks of magical energy lashed out across the sky as the clouds began swirling around the red moon.

ZAP! SPARK! WHOOSH! RUMBLE!

Yellow balls of energy then lashed out as the Charms of Bezel began reforming as Charmcaster cackled and shouted out, "The power of Bezel will soon be mine!"

Charmcaster was so confident that she didn't notice Lucky Girl grab hold of Hex's staff from the ground as the main group gathered behind Charmcaster.

"Hey, Charmcaster! The show's over!" Lucky Girl shouted out to the evil female sorcerer.

"Are you serious?! That stuff only works in the hands of a Master Magician! Charmcaster boasted back before she began laughing at Lucky Girl.

Lucky Girl only glared at Charmcaster as she felt the magical staff called out to her with its magical potential.

 _"What's up with me?"_ Gwen thought as she felt the magical energy of staff resonate within her almost as if something had awoken...

ZAP! SPARK!

Hex's staff then glowed bright yellow as Lucky Girl's energy level increased slightly with her green eyes briefly flashing to a pale white purple colour.

BZZZT! WHOOSH! BLAM!

A magical ball of yellowish purple energy was fired from the staff as Charmcaster was slammed against the wall before she was knocked out as the Arachmada Book of Spells fell out of her Magical Charm Bag.

The group exchanged looks of shock as Lucky Girl's eyes flashed back to normal and she looked at Hex's staff before mumbling, "Okay, how come that worked?"

"Guess there's more to you then meets the eye." Ben quoted suggesting his theory to Gwen.

ZAP! SPARK! WHOOSH! RUMBLE!

The sky continued to spark with yellow lightning as the ritual continued with Hex slowly waking up.

Knowing what he had to do, Wildvine smirked and muttered, "Time to end this magic show once and for all."

Wildvine then stretched out his regrown plant hands upwards at the Charms of Bezel.

WHOOSH! STRETCH! GRAB!

Grabbing the Charms of Bezel, Wildvine's slowly used his fingers to crush the Charms of Bezel destroying them once and for all.

WHOOSH! STRETCH! CRACK! RUMBLE! THWOOSH!

A massive rush of wind and orange energy rushed across the Las Vegas skyline as the magical ritual began falling apart.

BZZZT! WHOOSH!

On Charmcaster's knocked out body, purple wisps of magical energy flew out of her body and up into the air as purple energy flew out from Hex's staff as well.

Having recovered, Hex looked at the group in horror before he angrily raged, "DO YOU KNOW WHAT YOU'VE DONE?!"

"Saved the day again?" Wildvine sarcastically asked Hex.

BZZZT! WHOOSH!

Purple energy then flew out of Hex's body as he screamed out, "ARGHHH!" before he collapsed onto the floor knocked out.

THUD! BZZZT! WHOOSH! THUNK!

The ritual then ended as the Keystone of Bezel landed back on the ground of the Space Needle tower near Lucky Girl's feet.

Lucky Girl picked up the Keystone as the moon moved away from the sun as the solar eclipse ended.

The Omnitrix symbol on Wildvine's chest then began flashing red before he transformed back to Stan.

BEEP! BEEP! BEEP! FLASH!

A bright red light engulfed Wildvine as Stan slowly emerged from the red light feeling slightly dizzy as usual before he shook his head.

"Nice work, Stan." Max praised Stan who nodded back in response.

Noticing Gwen hold onto the Keystone of Bezel, she placed the Keystone back in her bracelet as the Keystone was seemingly lifeless.

"Huh, looks like the magic is gone and Lucky Girl along with it." Gwen sadly remarked to Stan.

Grinning, Stan then reminded her, "I dunno Gwen, maybe you have something inside of you for magical talent."

"And don't be bummed, there are other ways you can be a hero." Ben then spoke agreeing with Stan.

Gwen then turned her head and saw Tetrax's hoverboard lying on the ground before she smirked and asked the boys, "Like learning to ride on a hoverboard?"

"You know to get good at those things takes a lot of practice," Ben remarked to Gwen as she ran off to the hoverboard.

"Then I'd better get started!" Gwen shouted back to Ben as Stan couldn't help but start giggling slightly in response.

Annoyed, Ben then yelled at Gwen, "Wait! Wait a minute! That's my hoverboard!"

WHOOSH! ZIP!

Ben then ran after Gwen in annoyance as Gwen used the hoverboard to fly around the Space Needle Tower as Max and Stan watched on together.

"It's times like this, I'm grateful for my family," Max remarked under his breath as Stan continued to giggle in happiness whilst Ben tried to run after the hoverboard to no avail.

Several hours later at the Space Needle...

It was now late evening as the Rust Bucket had long since left Las Vegas behind.

At the crime scene was a team of forensic experts and police officers who had cordoned off the building to the public as a full investigation into the incident with Hex and Charmcaster was ongoing.

Near the crime scene in nearby storage was a glass container where Charmcaster's Magical Charm Bag was stored whilst the Archamada Book of Spells was nearby.

ZAP! SPARK! BZZZT!

A small orange portal with familiar mythical runes then emerged near the book as a hand slowly grabbed the spellbook and pulled it back into the portal before it vanished.

ZAP! SPARK! BZZZT! WHOOSH!

The small orange portal then vanished as the storage truck became eerily empty again...

 **Author's note: So there you go! Another long chapter of Stan 10 completed.**

 **Not only does this chapter wrap up the Lucky Girl storyline and introduces Charmcaster, but it also introduces Stan's fourteenth alien.**

 **The DNA sample of the Lombax race from the Ratchet and Clank franchise aka Gadget Cat.**

 **In other words...**

 **Stan 10 now has a crossover with Ratchet and Clank!**

 **This means that Gadget Cat is the first alien to be added to the roster from a third party franchise as it was not introduced in the original Ben 10 series.**

 **And yes, this was the alien that I kept secret for a long time from your readers and he was always planned as the first third-party character.**

 **So you're all probably wondering, Why this alien out of all the third party choices and does the events of Ratchet and Clank take place in the Stan 10 universe?**

 **Well, I've always been a fan of Ratchet and Clank and I grew up with some of the games as a kid such as Two, Three, Size Matters, and the Future trilogy.**

 **I've also seen the PS4 reboot and I think it's okay, but I still prefer the original series like most gamers.**

 **As for the events in the games?**

 **You'll just have to speculate about it. ;)**

 **Anyway, here are some behind the scenes facts about Gadget Cat I'd like to share:**

 **One: Gadget Cat is the first third-party alien in Stan 10 that has been added to the roster.**

 **Two: Gadget Cat is the first third-party alien from a game series who was planned as a major surprise for this fanfic.**

 **Three: Gadget Cat's skin and jumpsuit colour are based off Stan's hair colour and clothing like some of the other aliens Stan can turn into.**

 **Four: Gadget Cat's Omni-Wrench is colour coded in a very similar manner to the Omnitrix as a callback.**

 **Five: Gadget Cat's jumpsuit design has many references to different armours and designs for Ratchet in the game series such as the gloves from One and the reboot, the design of the bodysuit from Three and the combat boots from Tools of Destruction.**

 **Six: Many of Gadget Cat's abilities and weapons are references to the gameplay mechanics for the franchise with the Quick Select ability being a gigantic callback to the weapon selection system from the series which is even called that in the games if you haven't played them.**

 **Seven: The various weapons that Gadget Cat can use all come from different games in the series. For example, the Shock Blaster is a weapon in Ratchet and Clank 3 whilst the Sheepinator has appeared in the Reboot and 2.**

 **Eight: As for Gadget Cat's reason for being selected, this alien is completely different than anything Stan has gotten before and was designed to have a variety of strengths and weaknesses like all the other aliens Stan can use.**

 **Nine: For the design of Gadget Cat, I looked up different images of Lombax's on the Ratchet and Clank wiki and I used the features that Stan has as the template for the eye and fur colour along with the jumpsuit design being inspired by other Ben 10 aliens. I also wanted to avoid making him a carbon copy of Ratchet and gave him a unique design.**

 **Ten: Gadget Cat's voice actor is Mikey Kelley who voiced Ratchet in the first-ever game although you the reader can choose a different voice actor if you want.**

 **Eleven: Gadget Cat's name is also the same as the English version of Doraemon with the name being a shout out to that series.**

 **Twelve: Gadget Cat will be one of the first of many more third-party aliens to join the fanfic series long term. I also believe that Gadget Cat is the first-ever time that a Lombax from the Ratchet and Clank series has even been represented in a Ben 10 fanfic as I've read some others and it has not appeared.**

 **Thirteen: The idea for Gadget Cat was a spur of the moment realization as I realized I could make the concept of the alien work as a character by balancing him out. At first, I thought it was a gamble, but it has been very successful writing about the Lombax alien and I'm sure he could be well-liked.**

 **Anyway, that's all the facts about Gadget Cat.**

 **As always be sure to** **Read, Review and Favourite this fanfic! It means a lot to me as a writer.**

 **Thanks for reading and goodbye!**


	22. Chapter 22: They Lurk Below

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Hey there readers, Here is a really interesting chapter of Stan 10, that I've enjoyed writing.**

 **One of the biggest character motivations for Stan is that he will have to slowly conquer and get over his fear of the deep ocean to save the day.**

 **But it won't be easy for him like most phobias in real life are.**

 **Anyway, remember to Read, Review and Favourite this story as always!**

Italics: _Thinking._

Previously on Stan 10: The group had arrived at the bustling casino city of Las Vegas as the next stop on the summer vacation.

Whilst there, the group visited a Magic Convention where Gwen discovered a new magical artefact.

The Keystone of Bezel.

This artefact was a hidden bonus charm for the original Charms of Bezel that Gwen had previously destroyed.

Despite the discovery yet another old foe, Hex reappeared along with his new ally, the evil sorceress known as Charmcaster.

During the conflict that ensued in Las Vegas, Stan also unlocked his fourteenth alien accidently.

The Lombax referred to as Gadget Cat.

In the aftermath of Hex and Charmcaster's defeat, the group are now visiting an underwater location where Stan must work to not only save the day again.

But he must conquer his fear of the deep ocean once and for all...

Chapter 22: 'They Lurk Below.'

It was a bright and sunny day a long way off the coast of Las Vegas in the bright waters of the North Atlantic Ocean.

Flying above the waves of the ocean was a large jet plane which was covered in a bright grey paint job used to fly visitors to the hotel they would visit.

WHOOSH! ZIP!

Inside the plane, Max was sat in the middle whilst a nervous-looking Stan was seated against his seat sweating slightly with Ben and Gwen being located on each window seat of the plane with various refreshments being available.

Peering out the window, Ben saw the vast ocean below as he happily commented, "Now this is cool! Picked up in a billionaire's private jet to check out his brand new hotel before anybody else! Now we're talking!"

Ben then looked at Max and Stan as he finished his speech with, "Thanks, Grandpa!"

Smiling at Ben, Max then bluntly stated, "I'd do anything for you guys. You know that Ben."

"How come you never told us before you knew Donovan Grandsmith?" Gwen questioned to Max.

"Must have slipped my mind," Max replied chuckling slightly as everyone remained silent.

 _"Oh... Why did Max have to drag me out into the middle of the ocean when everyone knows I don't like the deepwater... This is going to be a long day..."_ Stan slowly thought in his head as the aeroplane arrived at its destination.

The location of the complex was revealed to be a state of the art underwater hotel that extended into the ocean floor for miles with a boating pier on the site for transporting supplies and civilians from the complex back to the mainland.

WHOOSH! WHIRRR! THUD!

The aeroplane slowly landed on a nearby helipad and came to a stop before the door opened up as the group walked out of the plane.

Ben and Gwen walked ahead first as Max then followed out after with a sweating Stan slowly emerging last from the plane.

Outside on the landing pad, two people of different generations were waiting for the group.

The first person was a tall male around 62 years of age who had light pale skin.

He had neatly combed grey hair and had light bushy grey eyebrows along with light grey eyes.

He wore a thick red woolly jumper along with white trousers and smart brown shoes.

This is Donovan Grandsmith, a good friend of Max Tennyson and the owner of the hotel complex.

The second person was a young kid around ten years of age.

Like Donovan, he had a similar hairstyle but it was a natural black hair colour instead.

He also had dark blue eyes and he wore very similar clothing to Donovan except that he wore smart red shoes instead.

This is Eddie Grandsmith, the grandson of Donovan.

Donovan smiled happily at the group whilst Eddie had his hands crossed over and seemed bored.

"Max Tennyson, It's been far too long." Donovan greeted the group.

Smiling, Max walked forward to Donovan and stretched out his hand as Donovan shook it back.

"How are you, Donovan?" Max asked his old friend.

Replying, Donovan stated eagerly, "Well with sixteen resorts worldwide, I'd say pretty good. Glad you finally decided to see how the better half lives."

Donovan then placed his right hand on Max's shoulder briefly before Max greeted the kids to Donovan and Eddie.

"These are my grandkids, Ben and Gwen with Stan being my great-grandson," Max informed the two.

"And this is my grandson, Edwin." Donovan then greeted his grandson to the group.

"Hi," Both Ben and Gwen eagerly greeted Eddie whilst Stan kept quiet feeling nervous about the deep ocean.

Turning around, Eddie bluntly remarked, "Yeah, whatever."

Ben and Gwen looked at each other in confusion whilst Donovan then asked the group, "Ready to take the plunge?"

"Old friend. Kids let's go." Max spoke to the kids.

Ding! Whirr...

A nearby elevator door then opened up as Donovan and Eddie walked inside.

Ben and Gwen then followed after Max as Stan slowly walked into the elevator sweating like mad.

The elevator door then closed as Eddie spotted Stan feeling very nervous and frightened.

 _"Okay... You're going hundreds of feet under the Atlantic Ocean if not deeper like the wreck of Titanic... Stay calm and think about your happy place Stan..."_ Stan nervously thought as the elevator came to a stop.

Ding! Whirr...

The elevator doors then opened as the group of six walked into a large chamber below the surface of the helipad.

In the centre of the chamber was a river rapids ride boat that was secured to a conveyor belt which went deeper into the underwater hotel as glass windows surrounded the chamber with blue water flowing outside.

Near the machine in the chamber were several maintenance workers who were observing the entrance and working on a control panel.

As the group proceeded near the machine, an elderly janitor in his 90s who had white combed hair and a white handlebar moustache waved to the group.

"Hey there Donovan! How are you doing today?" The elderly janitor replied in a friendly and eager tone.

"Doing good, Lee, thank you," Donovan replied as the group walked over to the boat.

Sitting down in the boat, Stan briefly looked back at the janitor and could have sworn he had seen him somewhere before.

Beep! Whirr...

The boat then began moving down further into the complex as the maintenance workers used the nearby control panel to move the boat down.

Looking around the boat, the kids noticed that they were in a gigantic steel tunnel with strong glass windows that held out the raging ocean waters.

As Ben and Gwen looked around at the marine life in awe including a Humpback whale, along with large schools of fish species.

However, Stan was frantically staring at the floor trying not to look at the outside water, still shocked about how Max had convinced him to be dragged down this far into the depths of the Atlantic ocean.

Eddie, just looked around casually as Max inquired to Donovan, "You sure this was the safest place to build a resort-like this?"

"You talking about underwater fault lines?" A curious Donovan asked Max.

"I'm talking about the fact that you're smack dab in the middle of the Bermuda Triangle." A worried Max informed Donovan.

Ben and Gwen looked at Max in shock whilst Stan fearfully whimpered, "The Bermuda Triangle?! Oh no..."

"Growing up, you were always the worrywart Max. Never the risk-taker." Donovan bluntly replied.

The boat then reached the bottom of the tunnel as Donovan proudly stated, "Anyway, I give you the worlds first and only underwater resort. You won't believe what's down here."

Looking down below, the group spotted a large underwater circular dome that was built into a massive craggy cliff face that was in a large trench that seemed to extend into the crust of the planet for miles down.

Various support columns and pipes also held up the gigantic dome structure with the glowing yellow light's emitting from the dome illuminating the surrounding water near it.

Also, various debris and wreck sites of ships, aerial vehicles and other sorts of debris littered the seafloor around the gigantic dome...

A few mins later inside the underwater hotel...

The group of five were walking down a corridor with glass windows on each side showcasing the calm waters of the Atlantic Ocean with marine life inhabiting the water everywhere you looked.

Ben and Gwen ran ahead of the others as a bored Eddie slouched ahead with his hands in his pockets.

As for Stan?

"Okay... Stay calm and try not to worry too much..." Stan nervously muttered under his breath as Max held onto his upper shoulder with his right hand.

"Don't worry, Stan, I'll keep my eye on you," Max promised the nervous and young Omnitrix wielder as Donavon looked at the two before he remarked, "The official grand opening is still a week away."

Listening to Donovan, he continued by saying, "Just a few VIP's getting a sneak peek. Sure beats that old rusty bucket of bolts you sleep in doesn't it Max?"

"Well Donovan, that rusty bucket of bolts is something I've treasured all my life and I will continue to do so for the foreseeable future," Max replied thinking about all the happy memories he had made with the Rust Bucket over his long life.

The group then walked into another part of the underwater complex where a model of a submarine hanged from the ceiling as the group approached the glass wall.

Looking out the glass dome, Stan briefly noticed a school of fish swim by whilst a person wearing a diving suit connected to a pipe was cleaning the window outside.

Wanting to know more about the resort, Gwen looked away from the window and informed Donovan, "I read about your resort in Pacific Oceana Monthly, Mr Grandsmith. Very cutting edge. Isn't the glass-reinforced with..."

A COUGH! A COUGH!

Eddie then coughed loudly in a mocking way before he mockingly muttered to Gwen, "Butt-kisser."

Gwen glared at Eddie briefly as an excited Ben looked at the glass window whilst Stan continued looking at the catwalk blankly.

Looking to brag about his underwater resort more, Donovan explained to Gwen, "Micro-titanium threads to withstand up to ten atmospheres. Nobody get's wet here unless it's in one of the nine swimming pools."

"Very impressive Donovan," Max informed his old friend nodding in response as even Stan couldn't help but be interested in the engineering features of the underwater complex.

"Well for two billion US dollars, it ought to be. But you know money isn't everything." Donovan replied to Max before he smiled and stared at Eddie.

"Did we change the family motto, Grandpa?" Eddie asked Donovan back in response.

Looking at Donovan and Eddie, Stan couldn't help but briefly think, _"What is up with the relationship those two have, It seems off, maybe I can help to make things better for the two as long as I don't think about the deep crushing water..."_

"Hey, I'm into Sumo Slammers to, where'd you score that pin?" Ben then asked Eddie.

No longer thinking, Stan shook his head briefly as he spotted a golden Sumo Slammers Pin on his coat pocket as Eddie explained, "Sumo Slammer Showdown Five in Helsinki. We flew on my Grandpa's private jet to just to get it."

"Well, I like Sumo Slammers Slamdown, but I'm more of a Super Smash Bros Melee fan, although 64 is fun as well." Stan then stated his opinion on fighting games.

Donovan then placed his left hand on Eddie's shoulder and stated to the group, "And Edwin's already stated that the pin has tripled in value, Kid's got a head for business."

"I'm grooming him to take over the empire one day. Gotta keep it in the family." Donovan explained to the group as Ben couldn't help but grin slightly.

"You know, I've been following in my Grandpa's footsteps this summer too," Ben informed Donovan as Gwen and Stan nodded together.

HONK! HONK! Whirrr...

An alarm then blared out as the power began failing in the facility briefly with the lights flickering on and off slightly before they reactivated.

As the lights reactivated, the group spotted the diver outside the window lose his balance.

"Whoa... Oh god!" The diver muttered in shock as he tumbled off the pipe he was leaning on and fell into the depths of the ocean with his diving suit dragging him down.

Below the diver, was a series of industrial filters that were recycling the water in the underwater complex as the diver's helmet then cracked.

CRACK! FLOOD!

Water began slowly leaking into the diver's glass helmet as he struggled to breathe.

"What happened?!" A shocked Gwen asked the others.

"The brief power surge must have caused the water to suddenly recycle itself." Donovan analyzed the water filters outside.

"Will he be okay?" Ben asked Donovan as Eddie sarcastically remarked, "As long as the sharks don't get him first."

"Not on my watch," Stan mumbled under his breath before he sneaked off away from the group.

Panicking, Donovan frantically muttered in shock, "I can't have an employee turned into fish food before opening! The press will ruin me!"

The rest of the group were distracted as Stan crouched down near an empty back corner.

Briefly looking around, Stan activated the Omnitrix as the green core popped up with the Ripjaws silhouette appearing.

BEEP!

"Time for Ripjaws to dive on in!" A confident Stan declared as he vowed to save the diver despite his fear of the deep waters in the Atlantic Ocean.

Stan then tapped down the green core and transformed into his aquatic alien form.

FLASH!

The green flash of light briefly covered the chamber as it caught the attention of the kids.

"What was that?" Eddie murmured in confusion as Gwen then pointed out, "What was what?" With Ben saying, "Yeah, what was that?"

Back near the empty corner...

Slowly opening his green frog-like eyes, Stan noticed that he had transformed into Grey Matter instead of Ripjaws.

"Grey Matter again? Sheesh, why is the Omnitrix giving me this alien and the Tetramand all the time? I miss using the Galvanic Mechamorph." The Galvan complained in a scientific rant.

Looking over the pool of water, Stan's fear of water surged through the Galvan's heads like a dominant force.

Rejecting Stan's fear of the water, Grey Matter smirked and confidently declared, "It's a good thing my species can breathe underwater for a long period of time. I'd better move quickly though due to the limited time the Omnitrix normally has."

Running to the edge of the catwalk, Grey Matter then jumped upwards and dived into the water.

WHOOSH! THWIP! SPLASH!

Hearing Grey Matter jump into the water, Max briefly spotted the Galvan as the Tennyson trio looked at each other hoping that Grey Matter could rescue the diver.

Outside the glass tank, two Great White sharks surrounded the trapped diver as he attempted to break free of the tangled rope.

Swimming quickly in the water using a simple breaststroke, Grey Matter swam and grabbed hold of a scarred fin of one of the Great White sharks.

"ROAR!" The Great White shark hungrily growled as Grey Matter held onto the fin with his left hand whilst his right hand moved to one of the shark's eyes.

"Lights out Jaws!" Grey Matter mocked the shark as he punched its blood-red eye.

WHOOSH! SMACK! SLAM!

"GRAHH!" The Great White shark howled in pain as swam off and ended up colliding into the other Great White shark.

WHOOSH! CRASH! CRACK!

The two Great White sharks ended up colliding into each other as they both swam off away from the diver as Grey Matter was sent tumbling through the water before he crash-landed on the diver's glass face for the suit.

WHOOSH! THWIP! SPLAT!

The diver was shocked as he ended up coming face to face with one of the alien individuals that had been appearing across the US in recent weeks.

Grey Matter stayed silent as he shyly waved back as the water filter turbines then deactivated.

Whirrr... WHOOSH!

The water filter turbines then reactivated as the diver and Grey Matter was blown back upwards into the underwater complex.

WHOOSH! SPLASH! THWIP!

"Why me?!" Grey Matter screamed as he flew in the air past the group of humans whilst the diver resurfaced in the complex.

Grey Matter's Omnitrix symbol then beeped red as the Galvan transformed back into a human being.

BEEP! BEEP! BEEP! FLASH!

Acting quickly, Max then leaned down and grabbed hold of the diver and hauled him onto the platform.

Donovan then crouched down as Max leant down on his head and checked the diver's pulse.

"How is he, Grandpa?" Gwen asked Max who inquired back, "He seems fine, a bit shocked, but he's fine."

Agreeing with Max, Donovan then asked the diver, "You okay Rick?"

The diver known as Rick coughed out some water before he groggily replied, "Yeah... I'm feeling okay boss. Don't worry."

Donovan sighed in relief as Eddie looked around and noticed that Stan was missing.

"So where's your friend with the glasses?" Eddie asked Ben and Gwen.

Ben shrugged in confusion as did Gwen before Stan called out, "Just hanging!"

Looking upwards, the group spotted Stan dangling on a model of a submarine with his right hand as the Omnitrix glowed red.

"Can someone please get me down?" Stan nervously replied as Eddie couldn't help but get suspicious about Stan.

A few mins later...

The group was now back together as the recovered diver walked off having explained Grey Matter rescuing him.

"Well, I'll have to double his salary, but he won't believe a word." Donovan began before he explained, "Anyway, who'd believe him? He said some six-inch rat with two legs saved him."

The Tennyson trio couldn't help but grin slightly as Stan shrugged in response pretending to act clueless before he muttered, "Seemed more like a frog to me."

"Buy him off, Now that's the Grandsmith way." Eddie then bluntly replied to Stan.

Feeling annoyed, Donovan glared at Eddie before he calmly suggested, "Edwin, Why don't you take the kids on a tour so that Max and I can catch up on old times?"

The kids were unimpressed as Ben muttered under his breath, "Oh, man." whilst Gwen grunted out, "Ugh." And blew her hair away.

Eddie just glared at Max and Donovan as Stan cautiously thought, _"So much for hanging out with Max, ah well, perhaps I can use this opportunity to encourage the group to leave this place..."_

With his plan decided upon, Stan smirked and began wondering how he could get back to the surface of the underwater complex as Donovan and Max talked to each other.

"Oh Max, It's to bad you didn't take up my offer thirty years ago when we were both dead broke. You wouldn't have to spend your life unclogging drains and fixing toilets whilst I travelled the world." Donovan informed Max.

Chuckling slightly, Max eagerly explained to his old friend, "You'd be surprised. Being a Plumber can have its moments."

Several mins later...

The group of four kids were walking around an underwater water park area of the resort as several water slides and a beach was present as the group walked nearby.

Despite his fear of being underwater, Stan couldn't help but be intrigued by the vast scale construction features of the underwater complex as he muttered out, "Woah... How big is this place?"

"Nice..." Ben spoke agreeing with Stan as Donovan then said, "Not bad, in the morning I have my swim coach and personal trainer to work out with."

"You're a swimmer?" Gwen asked Eddie.

Swimming out with his arms in the air, Eddie then explained, "Long-distance. My Grandpa says it builds character."

Eddie then walked away as Stan couldn't help but blurt out, "Builds character? There's a reason I don't like vast amounts of wealth and money."

Agreeing with Stan, Ben then mocked Eddie by joking, "My Grandpa says it builds character..."

Gwen and Stan couldn't help but giggle as the kids then continued the tour with Eddie.

Ten mins later in another part of the underwater complex...

The group were now in a docking bay for submarines and boats as the group spotted a large display of a submarine model hanging from the ceiling which was connected via ropes.

"It's called the Undersea Manta-Ray, it's my grandfather's," Eddie informed the group.

"Nice... That looks like the submarine from the classic novel, Twenty Thousand Leagues Under the Sea," Stan spoke referring to classic pop culture.

Turning around, Eddie then thanked Stan, "Oh, you've done your homework, haven't you? That was my grandfather's favourite novel."

"Guess that was just a coincidence," Stan replied as he smiled in joy.

"Well, it does look cool," Gwen said as the kids continued looking at the submarine.

"You wanna take it for a ride?" A grinning Eddie then asked Ben, Gwen and Stan.

"Definitely." Ben excitedly spoke as Eddie smirked back.

Shocked, Stan's joy vanished and was replaced by fear as Gwen looked at Ben in shock.

"Are you sure it's okay?" Gwen asked Eddie.

Eddie nodded back as Stan sighed and murmured loudly, "Why does stuff like this have to happen to me?"

Meanwhile at another part of the underwater complex...

HISS! HISS! SIZZ! WHIRRR!

Steam hissed out of pipes as geothermal energy was converted into electrical energy in the generator part of the complex.

The generator was massive and was connected to pipes as various electrical workers monitored the titanic feat of engineering.

Max and Donovan then walked into a catwalk that was connected to the structure of the complex as a maintenance worker nodded at the two.

Turning around, Donovan then explained to Max and reassured him, "Reverse power surge caused the whirlpool effect. But it's fixed now."

"Must keep a lot of a juice to keep this place lit up. That can't come from the mainland, we're too far offshore." Max pondered out to Donovan.

"Volcanic vents on the ocean floor. We tap into them like a big steam generator." Donovan explained to Max.

The two continued walking on the maintenance catwalk as steam continued hissing out the pipes with the generators humming loudly.

Near the centre of the generator, the room was the centre of the area where three workers were monitoring a generator with a glowing purple light emitting from it.

Noticing the purple light, Max asked Donovan, "Hey, uh... What's behind that panel?"

"Nothing, it's just a backup generator." Donovan nervously explained before he declared, "Now watch this."

Donovan then nodded to one of the maintenance workers.

She nodded back and pressed a small button on the panel as the generator activated.

FLICK! HISS! SIZZ! WHIRRR! RUMBLE!

The pipes surrounding the generator expanded and grew larger as more steam was let out of the pipes as some nearby workers then pulled some levers at the same time.

FLICK! HISS! SIZZ! WHIRRR! RUMBLE!

More geothermal energy leaked out of the pipes as the workers stepped back in shock with steam rising in the control room.

On the surface at the same time...

In the control room on the surface, the workers watched the power levels in the control room rise significantly as the underwater dome below the ocean waters glowed green.

"I have enough energy to illuminate the outside so bright, it's visible five hundred feet below sea level," Donovan explained to Max back in the generator room in the underwater complex.

Little did anyone at the complex know, however, something terrible was then unleashed upon the resort.

Below the complex, dozens if not hundreds, glowing blue lights activated in the depths of the Atlantic Ocean...

Max and Donovan then walked out of the generator room as Donovan explained, "And now for my prized possession, the Undersea Manta Ray."

The group then walked into a control booth below the Manta Ray storage chamber only for the two adults to see that the submarine was gone.

Shocked, Max and Donovan gasped before Donovan angrily ranted, "Edwin..."

WHOOSH!

Immediately in the ocean waters below the chamber, the Manta Ray vanished into the depths of the Atlantic Ocean.

Inside the submarine, Eddie piloted the vessel whilst Ben and Gwen looked at the nearby ocean creatures in awe from the glass windows.

As for Stan?

Stan was feeling very nervous and worried as he was strapped in with two seat belts instead of one in his chair.

"Oh... Stay calm and try not to be afraid of the blasted water..." Stan muttered to himself as he looked at the ocean creatures from the window.

"Hey, we'll be fine, don't worry," Ben called out to Stan seeing how nervous he was.

Feeling supported by Ben, Stan nodded back and explained, "Yeah, I know... Slowly improving my fear of the deep water..."

"Wow... Some of these fish look prehistoric..." Gwen spoke as she admired the variety of fish life.

"Yep, it's very impressive down here." Eddie finished as the group remained silent again.

The Manta Ray continued sailing down as it reached the bottom of the ocean floor which was littered with junk and debris from shipwrecks and rockwork.

WHOOSH! ZIP!

And something was following the group underwater.

It was a robotic alien squid.

The robotic alien squid's had six mechanical tentacles with flexible joints with two off the claws having sharp claws on the end.

Other features included a parrot-like beak on the bottom of the robot with the head having glowing cyan heads with white lines that were the circuitry inside the robot's head.

The last feature they had as a singular purple eye that scanned the environment looking for the submarine.

As the submarine moved over a gigantic chasm, Gwen spotted the ground glowing an eerie blue colour.

"Okay, now that's weird," Gwen muttered as a robotic squid then floated up in front of her.

The robotic squid then opened it's maw like mouth and began smacking the glass window.

WHOOSH! SMACK! CRACK!

"And that's weirder!" Eddie shouted out in shock before he turned around.

Yet another robotic squid was smashing the glass window in front of Eddie as Ben and Stan began panicking in response.

WHOOSH! SMACK! CRACK!

More robotic squids then surrounded the Manta Ray as Stan yelled loudly, "This is not good for someone who suffers from Aquaphobia!"

WHOOSH! SMACK! CRACK! SMASH! FLOOD!

The glass windows then cracked and began flooding as water leaked into the submarine with a red alarm began failing loudly.

HONK! HONK! CRASH! SMACK! RUMBLE!

With everyone panicking inside the submarine, Stan couldn't help but scramble onto his seat in fear as Eddie blared out, "What do you think these creatures want?!"

"I don't think it's to play Marco Polo!" Gwen shouted back loudly as Ben then bluntly declared, "We've got to get back to the hotel!"

Eddie nodded and engaged the accelerator controls with the lever as the Manta Ray submarine then flew upwards.

SWOOSH! SMACK! CRASH! WHAM!

The submarine then flew back upwards away from the chasm floor only for the group to discover something shocking.

It was an inactive underwater minefield from WW2 that was straight ahead.

"Can things get any worse?!" Ben muttered in shock as Stan continued whimpering in fear.

SWOOSH!

One of the robotic squids ended up flying past the submarine as it crashed into a sea mine.

WHOOSH! BLAM!

The sea mine then exploded which trigged a chain reaction with the other sea mines exploding.

WHOOSH! BLAM! CRASH! BOOM! RUMBLE!

The shockwaves from the explosions of the sea mines rocked the Manta Ray as the robotic squids continued to attack the submarine still not giving up.

Scrambling for help, Eddie grabbed hold of the nearby radio and spoke into it, "Grandpa, do you copy?!"

BZZTT!

Static blared from the radio as Ben and Gwen looked at a nervous Stan.

"Stan! You need to stop those robots!" Gwen called out to the young Omnitrix wielder.

Realizing what had to be done, Ben then shook Stan's back chair as Stan stopped shaking.

"What?!" A nervous Stan snapped at Ben.

"You've got to listen to me and Gwen, If you don't use the watch, then we're going to die!" Ben warned Stan as the submarine continued to be battered by the robotic squids.

Knowing how dangerous the situation was, Stan briefly recovered from his fear of the deep water and vowed to fix this mess.

"Fine! As soon as we escape, we get out of here and head back to the surface!" Stan ordered Ben and Gwen.

Stan then unzipped his seatbelts and quickly sprinted to the entrance chamber in the Manta Ray.

SLAM!

Shutting the sealed door shut, Stan quickly activated the Omnitrix.

BEEP!

The green core popped up as Stan scrolled through the silhouette's to the Ripjaws one before he angrily muttered, "If you turn me into Wildmutt, you're dead meat watch."

Stan then tapped down the exposed core and transformed into Ripjaws.

FLASH!

The Omnitrix sank into Stan's wrist as greyish blue scales travelled up his arms as his fingers morphed into webbed four-handed claws, as Stan slowly began to get covered in greyish blue scales.

A large angler bulb then grew from his forehead like that whilst two gills formed on each side of his neck as well, as the scales finished covering his body.

Next, his human teeth grew and sharpened to shark-like teeth as his hair morphed into a green dorsal fin that ran down his back as his grey fish-like eyes flashed open brightly.

As for Stan's clothing, it morphed into a black loincloth style bathing suit with light brown stripes running across that formed on his bottom half.

Finally, the Omnitrix symbol flashed onto a brown pad that was located on his upper left torso as Ripjaws roared hungrily as the green light faded away.

FLASH!

The green light faded away as the Piscciss Volann emerged into existence for the fourth time.

Smirking confidently, Ripjaws then rhymed, "All right! I'm back! Time to kick some robotic ass!"

Ripjaws then leaned down and opened up the metallic hatch as the ocean water leaked into the submarine.

Morphing his legs into his fishtail, Ripjaws then dived into the water.

WHOOSH! SPLASH!

Now submerged in the water, Ripjaws swam towards two of the robotic squids.

Swimming to one of the robotic squids, Ripjaws chomped down on the robot's head.

WHOOSH! CHOMP! CRUNCH!

Oil and fluids leaked out from the robot as the squid robot sank downwards as Ripjaws spat out the metal.

SPIT!

Another robotic squid then ensured it's tentacles around the Piscciss Volann.

In response, Ripjaws raised his sharp claws and sliced the tentacles in half with his sharp claws.

WHOOSH! SLICE! CRACK!

The robotic squid was then sliced in half by the claws as Ripjaws growled in victory before he swam off towards the Manta Ray.

WHOOSH!

Swimming at the sub at high speeds, Ripjaws grinned and shouted out loudly, "Here's Ripjaws!"

Back inside the sub, Eddie looked around and noticed that Stan had subsequently vanished.

"Hey! What happened to your friend with the glasses?!" Eddie asked Ben and Gwen.

"He... must have gone to the bathroom..." Gwen lied to Eddie as Ben then stated, "Yeah, Stan has a big issue with being underwater."

Frowning in confusion, Eddie then realized, "Hey... There's no bathroom on this thing!"

"Just drive the boat!" Ben and Gwen angrily yelled to Eddie at the same time.

WHOOSH! SMACK! CRACK! SMASH! FLOOD!

The submarine continued to be battered by the robotic squids as Ripjaws began assaulting the robots.

Back in the underwater complex...

"Edwin! You know the Undersea Manta-Ray is off limits!" An enraged Donovan scolded his grandson.

BZZTT!

The radio blared with static as Eddie spoke through it, "Grandpa... We're... Under attack... By some kind of... Sea creatures... And we're sinking..."

Turning around, Max then froze in shock as Donovan ranted, "Edwin... If this is some sort of joke..."

"It's no joke, Donovan. Look!" Max then shouted out to his old friend.

Donovan placed the radio back on the control board and looked out the glass window with Max.

Below the hatch, they saw hundreds of the robotic squid creatures floating into the hole of the hotel as the two froze in shock thinking about the kids trapped down there.

Back in the water...

WHOOSH!

The Manta Ray submarine flew past the wreck of a decaying Navel destroyer that was titled on its side.

Ripjaws then swam to the back of the vessel and ripped apart one of the robots on the back of the vessel with his sharp mouth.

WHOOSH! SLICE! CHOMP!

The robot squid was sliced in half as Ripjaws continued swimming forward.

The remaining robot squids then noticed Ripjaws and swam towards the Piscciss Volann.

Roaring back in response, Ripjaws then grabbed hold of a robotic squid and thrust it downwards into the wreck of a nearby oak cargo vessel.

WHOOSH! SMASH! WHAM!

Raising his left fist, Ripjaws slammed it into the robotic squid's centre eye as it deactivated with sparks of energy and oil leaking out.

WHOOSH! GRAB!

Robotic tentacles then dragged around the heroic Piscciss Volann as a robotic squid then snapped its robotic beak.

Rolling his green fish-like eyes, Ripjaws then opened his mouth and chomped down on the beak.

CRUNCH! CHOMP! BLAM!

The robotic squid exploded and tumbled onto the shop floor as debris went flying everywhere.

Ripjaws then sliced the last robotic squid in half with his claws.

WHOOSH! SLICE! CRASH!

Seeing the robotic squid sink to the floor, Ripjaws then turned his head around and saw ten more squid robots chasing after him.

"Grr... If I had someone else with me, then these things would be fish bait by now." Ripjaws angrily remarked feeling alone as the only Omnitrix user.

The Piscciss Volann then swam off away from the wooden shipwreck as the robotic squids continued chasing him.

WHOOSH! GRAB!

The robotic squid tentacles then trapped Ripjaws and pinned him against the hull of the Manta Ray submarine.

WHOOSH! SLAM! CRACK!

Feeling enraged, Ripjaws growled and used his strength to began ripping the robots apart.

"You really shouldn't have made me lose my temper!" Ripjaws angrily yelled before he growled, "AARRGHH!"

WHOOSH! SLICE! CRUNCH! CRASH! WHAM! SMACK! BLAM!

The robotic squids have completely ripped apart as Ripjaw's anger lashed the robotic squids to pieces.

At the same time back at the underwater hotel complex...

HONK! HONK! HONK!

SMACK! CRASH! WHAM! RUMBLE!

The underwater hotel was in chaos as water began leaking into the complex as the building slowly began to be flooded.

Various workers and employees inside the building were sent scrambling for shelter as the robotic squids began sneaking into the building as well, killing any human being they saw.

In the control centre, as the situation continued to deteriorate, Max shouted out to Donovan, "We've got to evacuate the resort now!"

Sighing in sadness, Donovan then informed Max, "Overran by aliens. There goes my five-star rating."

WHOOSH! SLAM! CRACK! FLOOD! HONK!

Back with the Manta Ray submarine...

The Manta Ray submarine was nearly at the underwater hotel as the last three robotic squids damaged the vessel.

WHOOSH! SMACK! CRACK! SMASH! FLOOD!

Water was now fully up to the bottom of the chairs as Eddie shouted in horror, "We won't make it back!"

However, Ripjaws then swam past the front side of the glass dome and sliced another robotic squid in half.

WHOOSH! SLICE! CRACK!

"Forget about me?!" The confident Piscciss Volann informed the robotic squid as he pulled the centre one off near the glass window.

CREAK... CRASH! WHACK!

Panicking at Ripjaws, Eddie then yelled in fear, "Where'd that thing come from?!"

Ripjaws then discarded the last robotic squid and swam off to the last one ignoring Eddie panicking.

"Relax, Looks like he's on our side." Gwen calmly advised Eddie as Ben nodded in agreement.

WHOOSH! SLICE! CRASH!

Ripjaws then destroyed the last robotic squid as the Omnitrix symbol on his brown pad then began flashing red.

BEEP! BEEP! BEEP!

"OH CRAP! NOT NOW!" A panicked Ripjaws shouted in shock as he swam towards the hull of the submarine.

SLAM! CRACK!

Ripjaws then began pulling open the hatch door of the submarine as he thought in fear, _"I can't let this happen to me! I hate deep water in the ocean!"_

Meanwhile in the underwater complex control booth...

In the control booth, Donovan watched some security camera's where the workers were being evacuated to the surface in the boat transport system.

"There's a boat beside the platform. Take it!" Donovan informed Max.

Not having any of that, Max bluntly declared, "No chance. I'm not going anywhere without my grandkids."

At the same time in the Manta Ray submarine...

FLASH!

A red flash of Omnitrix energy covered the entrance chamber briefly as the hatch door slowly opened.

Creak... THUNK!

Slowly entering the vessel, a soggy Stan coughed loudly before he groaned and collapsed onto his knees.

"Okay... Never again... Hate deep water..." Stan groaned to himself before he fell onto the floor.

CRASH!

Ben and Gwen then entered the chamber and assisted the soaking and cold Stan off the ground.

"Hey, you did well out there, Stan." Ben praised his best friend as Gwen then informed him, "Yeah, you were amazing out there."

Sniffing his nose, Stan then bluntly replied, "Thanks, but now we need to get out of the ocean and back to dry land."

WHOOSH!

The Manta Ray boat was now nearly at the underwater hotel as Max and Donovan ran into the vehicle chamber for the hotel.

Looking into the thick ocean water, Max spotted the Manta Ray submarine rising upwards.

"Get ready to close the door!" Max ordered Donovan who was positioned at a nearby control panel for the underwater hatch.

Holding up his left hand, Max spotted Stan and Eddie staring up from the glass window as Stan nodded to Max from it.

Moving down his left hand, Max then yelled to Donovan, "Now!"

FLICK! WHIRRR!

The Manta Ray submarine managed to get into the hotel just as the hatch door sealed shut.

SLAM! CRUNCH!

A robotic squid was crunched in half by the door as a result.

With the submarine resurfacing in the chamber, Max and Donovan began evacuating the kids from the parked vessel.

In another part of the hotel near the water park, the glass finally failed and gave way.

Rumble... Crack... Snap... CRAKA-CRASH!

The glass shattered on impact as the colossal flooding off the water park was unprecedented.

The structure was barely designed to be floodable as the massive flood of debris sent the vast majority of loose objects such as deck chairs, benches and other loose debris flying across the ocean floor.

The none moveable objects ended up collapsing due to the sheer amount of force on the structures such as slides and buildings which imploded in as the robotic squids invaded the water park part of the complex.

One last disturbing feature was that due to the light exposure of the water, the blue water ended up turning into a sickly lime green colour as the complex began sinking.

CRASH! RUMBLE! SPARK! FLOOD! HONK! HONK!

Back in the Manta Ray chamber...

Max managed to get Eddie out of the submarine as the group heard the glass of the complex finally fail.

"We're flooding! They broke the glass!" A shellshocked Donovan informed the group.

Angry at Donovan, Eddie then shouted out, "I knew you shouldn't have taken it. I knew it!"

"Edwin quiet! I'm sure it has nothing to do with..." Donovan blurted back at Eddie in response.

Not impressed, Max glared at Donovan and interrogated him, "Taken what Donovan?!"

"Edwin doesn't know what he is talking about!" Donovan shouted back to Max.

"How would you know?! All you ever hear from me is what you want to hear!" Eddie angrily ranted.

Fed up with Eddie and Donovan arguing, Stan then bluntly shouted out, "Okay, that does it! We're dealing with a disaster on the scale and size of Titanic, so save the arguing for later after we've gotten back to the surface!"

SMASH! CRACK! WHAM!

Three robotic squids then appeared on the Manta Ray submarine as Max shouted out, "Let's go!"

The group then began running ahead as Stan eager to escape, sprinted to the front of the group thinking, _"Okay, finally going to get the hell out of here in one piece!"_

Stan then spotted an elevator and quickly sprinted into it as the rest of the group managed to get in.

Donovan then closed the door shut as the alarm continued to blare.

SLAM! THUD! HONK! HONK! WHIRRR!

The elevator then rose upwards as Max questioned Donovan, "Donovan, what is going on?!"

Seeing no choice but to explain the truth, Donovan fully explained, "Okay... The underwater volcano thing didn't work. The resort was doomed! I was about to become the punchline to a bad joke. And then... I found this weird energy source way down below in the bottom of the trench. It was like nothing I'd ever seen before..."

"And now those aliens want it back..." Gwen finally solved the mystery of the robotic squids.

"Yeah, the same ones with the underwater parking lot full of boats and planes." Ben then said remembering the vast amount of shipwrecks in the area.

"Of course, it all makes sense now... The legends about the Bermuda Triangle with the shipwrecks must have been the robotic squids for hundreds of years. Well, guess that solves one mystery." Stan rambled on in excitement and wonder.

WHIRRR! THUNK!

The elevator came to a complete stop as the group of six entered another corridor.

FLUSH! SPLOSH! SPLASH!

Looking around the group then spotted more water flooding the corridor with robotic squids lurking in the substance.

"This way down the maintenance shaft!" Donovan shouted out to the group.

Said group then fled down the maintenance shaft as Max slammed the door shut.

WHOOSH! CRASH! WHAM!

The water then flooded other parts of the underwater complex as Max loudly remarked, "Twenty-eight years on the job and I never found who was behind the Bermuda Triangle. And now they're coming for us!"

"No time Max, run!" Stan replied as Max sprinted after the rest of the group.

CREAK... SNAP! CRASH! WHAM! SPLASH!

The maintenance door then snapped and broke free and continued flooding violently.

Nearly ten mins later...

The complex was now fully flooded as the group managed to scramble onto the rafts that were leaving the complex via the elevator.

With the scale of the disaster itself, the vast majority of staff members were able to evacuate the complex, however, not everyone was lucky to escape sadly.

Sitting down on the raft, with his seat belt secure, Stan observed the chaos of the building as floodwater leaked down from above with smoke obscuring the area below the murky green water of the complex.

"Look on the bright side, Grandpa. You still have fifteen resorts worldwide." Eddie informed his depressed Grandfather.

"I know. Edwin. I know." Donovan dully replied as he activated the lever on the boat.

Flick! WHIRRR!

The raft then moved over onto the lift as the boat moved upwards away from the flooded area.

Sitting on the raft near Gwen, Stan sighed in relief as Gwen then asked him, "How are you feeling?"

"I'm grateful that this whole mess is over. Soon the authorities will come and seal off the resort, then things go back to normal." Stan calmly responded.

CREAK! SNAP!

The raft then groaned as four large robotic tentacles slammed into the seats of the raft.

SLAM! WHAM! CRASH!

"Why do you always assume these events are over when something worse happens?!" Ben mockingly yelled to Stan who shouted back, "Not now Ben!"

SNAP! CRASH!

The raft then split in half as the side with the kids on plummeted back down whilst the other side travelled upwards...

"BEN! GWEN! STAN! EDWIN!" Max and Donovan shouted in horror as the robotic squid plummeted back into the flooded resort with the raft.

"DONOVAN! STOP THIS RAFT NOW!" Max yelled at him in shock and fear.

"I CAN'T! IM SORRY MAX!" An emotional Donovan screamed back.

WHOOSH! SCREECH!

Various black sparks flew off the edge of the raft as the four kids screamed at the same time as the raft slammed closer to the flooded complex.

"We're going to be flattened!" Eddie screeched loudly as a panicking Stan shouted out, "We're not going to make it!"

Taking charge, Gwen then boldly declared, "Yes we will! Now put your head down and brace for impact!"

Eddie then covered his hands over his eyes as Ben shouted to Stan, "Go hero and save us!"

Seeing no other choice, a panicking Stan quickly activated the Omnitrix.

BEEP!

Scrolling through the silhouettes at random, Stan then slammed down the core for the changed alien right as the raft hit the water.

FLASH! CRASH! SPLASH!

With thick smoke obscuring the area, Stinkfly then emerged carrying Ben on his back whilst Gwen and Eddie were in his left and right pincers.

WHOOSH! ZIP!

"Hang on tight!" The heroic Lepidopterran shouted out to the kids.

Opening up his eyes, Eddie looked around in confusion as he spotted Stinkfly carrying him in the air.

"Woah! Who is that..." Eddie began as Gwen then stated, "Just another good alien trying to help us out."

"Yeah, he's friendly. So hold on!" Ben then advised Eddie.

Flying above the murky green water, various robotic squids began chasing after the group as Eddie then figured out why Stan always vanished whenever an alien appeared.

The robotic squids aimed their tentacles upwards from the water and tried slicing Stinkfly and his passengers only for the Lepidopterran to swiftly dodged them.

WHOOSH! SPLOSH! SLICE! ZIP! SPLASH!

Grinning, Stinkfly yelled out, "Hah! We di..."

"Look out!" The kids shouted at the same time.

SPLASH! SPLOSH!

A massive column of flooding water then poured onto Stinkfly as the group crashed into the water below.

WHOOSH! CRASH! SPLASH!

The soaking group resurfaced moments later as Stinkfly struggled to swim properly in the water before he managed to stabilize himself on the surface.

"Urgh! My wings are soaked, I can't fly!" Stinkfly angrily complained before he panicked and stated, "Oh yeah and I can't swim either!"

SPLOSH!

Stinkfly then plunged into the water on his back as Ben, Gwen and Eddie dived down into the water and grabbed hold of the soaking Lepidopterran.

The group then resurfaced as Eddie informed Stinkfly, "Don't worry, we got you, Stan."

"What?! That's not..." Gwen began only for Stinkfly to blurt out, "No, Gwen. Don't try and deny it. It's me, Stan."

"Yeah, Hello? Good aliens just showing up to help us whilst your friend just happens to always be gone. How dumb do I look?" Eddie questioned the group.

There was awkward silence except for the flow of flooding water before Eddie asked Stinkfly, "So how do you do it?"

"Long story involving a shapeshifting watch." Ben blurted out to Eddie.

"Anyway, Edwin, listen to me," Gwen informed him.

Edwin looked at Gwen as she explained, "That energy orb if the aliens are here for it. We have to get to it first."

Agreeing with Gwen, Eddie then said to the group, "Alright, let's get it. But it's all the way on the other side of the resort."

"We'll never make it in the water though. So fat chance of that happening." Stinkfly suggested.

Looking upwards, Ben then spotted an air duct before he muttered, "Who said anything about swimming?"

Meanwhile back on the surface...

ZAP! RUMBLE! SPARK!

A powerful thunderstorm rumbled outside as Max and Donovan attempted to contact the authorities near the main lift of the complex.

"Blast! The navy's closet sub is in Key West. It could be half an hour before they get here." Donovan informed Max.

"Anyway to communicate with the kids down there?" Max asked Donovan hoping to contact them.

"No, I already tried. The flooding must have ruined the phone lines." Donovan sadly mumbled to Max.

Back underwater in the decaying hotel complex...

Rumble... Creak... Groan...

The group was crawling in a ventilation tunnel as Eddie crawled ahead with Ben following behind him.

Stinkfly then slowly crawled in the tunnel with his large size as Gwen had the unfortunate implications being behind the smelly Lepidopterran.

Holding her nose with her hand, Gwen complained, "Urgh... I don't know what's scarier, The smell of wet stink or these aliens."

"Honestly, the issue with my smell has become a running gag," Stinkfly admitted in annoyance.

Ignoring Gwen and Stinkfly complaining, Ben then asked Eddie, "Eddie, there must be a faster way to get to the orb right?"

Groan... CRACK! SNAP!

The ventilation pipe the group was in the collapsed and plunged downwards into the water.

SMASH! SPLASH!

The group of four ended up sliding down the pipe with everyone screaming before the group crashed into another flooded part of the complex.

CRASH! SPLOSH!

Everyone slowly resurfaced as the group found out that they were in a submerged garage with three empty jetskis floating on the water.

"Now we're talking!" Ben expressed in excitement as Stinkfly suggested to everyone, "Ben, Eddie get on one of the jetskis. I and Gwen will get on a separate one."

Edwin nodded as he and Ben swam over to one jetski as Gwen carefully supported Stinkfly in the water.

"Take it nice and easy okay?" Gwen advised the nervous Lepidopterran who replied, "Yeah, nice and easy."

Carefully, Stinkfly and Gwen swam over to a nearby jet ski as Gwen then climbed onto it.

Just before Stinkfly could clamber onto the jetski, robotic tentacles ensured him.

WHOOSH! GRAB! SPLOSH!

"ARGH!" Stinkfly screamed in shock as he was dragged under the murky water.

"STAN!" Gwen yelled back in fear and worry as Ben and Eddie looked on in shock as well.

Under the water, the robotic squid dragged Stinkfly downwards as the robotic tentacles tried to choke the Lepidopterran.

 _"No! I don't want to die like this!"_ Stinkfly thought in fear hoping things wouldn't get any worse.

And then the Omnitrix symbol began flashing red.

BEEP! BEEP! BEEP!

Panicking, Stinkfly ultimately tired to break free of the robotic squid as the Omnitrix then timed out.

FLASH!

The DNA template for Stinkfly then reverted to Stan's Human DNA as Stan subsequently emerged from the red light.

Not being able to see properly due to his brown glasses being fogged up, Stan was shocked to discover that his small size enabled him to break free of the robotic tentacle.

Now free, Stan looked around before he spotted someone else's hand in the water.

Knowing who it was, Stan grabbed hold of the hand and was slowly dragged out of the water as Stan also kicked his legs frantically before he resurfaced.

SPLASH!

"Hurgh!" Stan breathed loudly as he swam back to the surface near the jet ski with his brown glasses being covered in condensation.

"I've got you!" Gwen called out to Stan as she helped him climb onto the jet ski.

Managing to sit down on the jet ski, Stan shook his head briefly as water leaked off his hair before he said to Gwen, "Thanks... Now you see why I hate the deep water."

"Agreed," Gwen responded as Stan quickly wiped the condensation of his brown glasses.

SPLASH! SPLOSH!

The robotic squid that dragged Stinkfly down then emerged from the water as Stan ordered Gwen, "Get going! We got hostile robots behind us!"

Nodding, Gwen then activated the jet ski as it blasted off across the water.

WHIRRR! REEV! WHOOSH! SPLASH!

The robotic squid chased after the jet ski as Edwin and Ben then drove up behind the water with both boys carrying an oar in each of their hands.

"Hey squid face! No one hurts my family!" Ben shouted out to the robotic squid as both boys slammed their subsequent oars into the eye of the robotic squid.

SMACK! CRASH! WHAM! SPLOSH!

The robotic squid was destroyed and sank to the bottom of the ocean as more robotic squids chased after the group.

As the two jetski's raced above the surface of the water, the group noticed various debris that had plunged from the ceiling forming massive piles of destroyed steel and other metals as water continued leaking in from the glass roof with the dome constantly groaning and shuddering due to the pressure from the water.

This was not even counting the various electrical failures and the amount of debris that had sunk into the water.

Hearing the structure groaning, Stan then realized something important.

This dome didn't seem to have much time left as each lower section was not only flooding, but the roof could potentially cave in and destroy the ruined resort.

Hoping that the group would successfully find the pink energy orb and destroy it, Stan spotted Eddie driving nearby on his jet ski.

"Thanks for the assistance!" Stan called out to Eddie.

Turning his head back, Eddie shouted back, "Thank you! That was awesome."

"Hey, look out!" Ben then yelled to the group as he spotted more hazards ahead.

Gwen turned around and spotted more robotic squids directly in front of them as she shouted out, "Hold on tight!"

In response, Stan clutched the front of her t-shirt with his hands gently wrapped around her waist.

Gwen couldn't help but feel a red tinge cross her cheeks briefly as she tried to focus on avoiding the robotic squids.

WHOOSH! SWERVE! SPLASH! ZIP!

Both jet skis were able to swerve and dodge the robotic squids as the group reached a large support beam that had plunged from the roof into the water of the dome.

On the structure, a dangling robotic squid climbed down from it and landed on the back of the jet ski Gwen and Stan were occupying.

WHOOSH! SPLOSH! GRAB!

Looking behind his back, Stan spotted the robotic squid dangling on the jetski with its robotic tentacles as Stan called out, "We've got a hitchhiker!"

Sparks flew out from the back of the jet ski as the robotic squid attempted to climb onto the jet ski.

Having none of that, Stan raised his left leg and began kicking the tentacle with it.

SMACK! CLANG! WHAM!

As Stan continued kicking the robotic tentacle, Gwen ended up driving the jet ski onto a large ramp.

SKIRT! SCREECH! WHOOSH!

The jet ski then flew off the ramp with the robotic squid as the two flew high in the air.

"ARGGH!" Both Stan and Gwen screamed at the same time as the jet ski landed on the other side of the ramp.

The robotic squid could no longer handle the pressure as it plunged off the ramp and smashed into the water below.

WHOOSH! SPLASH! CRASH!

Having managed to survive the assault by the robotic squids, the group of four kids managed to reach the part of the decaying complex where the power generators were located.

The maintenance area for the generator complex seemed rather intact despite the catastrophic structural damage the surrounding flooded area was covered in.

At the same time back on the surface in the control centre...

ZAP! RUMBLE! SPARK!

Lightning flashed in the control room as Donovan looked at a picture on his 2005 Nokia cell phone.

The photo in question was an image of him and his grandson smiling together in the image.

Sighing to himself, Donovan placed the cell phone back in his pocket as Max continued working at the control panel.

"Your grandkids seem to look up to you Max. And so does that young boy Stan. What's your secret?" Donovan questioned Max.

Looking up from the control panel, Max stated, "Well, I don't expect them to be mini versions of me. I let them be themselves, faults and all."

Now understanding what Max meant, Donovan then asked him, "You only brought them here because they wanted to come. Not because you did. Am I right?"

"Well yeah, this trip was for them." Max casually replied as he faced Donovan.

Feeling sad, Donovan then explained to Max, "I can't remember the last time I did anything for Edwin... that I didn't want."

Donovan then closed his eyes and paused briefly before he remarked, "I just hope they're going to be okay."

ZAP! RUMBLE! SPARK!

Moving over to Donovan, Max then eagerly informed him, "You know grandkids have a way of rising to the occasion. And I get the feeling that they will be okay."

Back underwater in the decaying complex...

WHIRRR! REEV! WHOOSH!

The jet skis entered the flooded generator chamber with all the steam pipes inactive and flooded as the group spotted the centre power chamber of the complex.

"Woah... That generator is gigantic." Stan muttered in shock as the kids observed the massive structure.

Leaning over, Eddie then pressed a nearby button on the control panel for the generator.

FLICK! WHIRRR!

A moveable shaft then opened up revealing the glowing purple energy core that illuminated the chamber a dark purple colour.

"If that orb could power the whole resort, just imagine what those aliens did with it," Gwen remarked in awe and wonder.

"Stealing all those ships and planes would be a good guess." Ben suggested to the group as Stan pointed out, "Who knows really? This orb could have been used for anything."

The group then thought of suggestions on how to destroy the energy orb as Eddie then came up with a brilliant idea.

"Maybe if we reverse the connections, it would turn it's outward power inward!" Eddie remarked his great idea to the group.

Stan's blue eyes widened in surprise as he grinned brightly as Gwen then muttered out, "Of course... And make the whole resort implode..."

"With those aliens in it!" Ben then happily shouted out.

"Which in turn would lead to us reversing the polarity and escaping this place. Brilliant idea Eddie!" An excited Stan rambled on.

The group remained silent as Ben then said, "Well that was too much geekiness for me to handle."

Not listening to Ben's remark, Stan then happily stated, "I've always wanted to say that..."

Eddie then got everyone back on track by saying, "Thanks, everyone. But we still need to get out of here."

"Don't worry, I have a great idea of my own." A grinning Stan informed Eddie.

A few mins later...

WHOOSH! SPLASH! SPLOSH!

The army of robotic squids swam into the generator complex as Eddie began modifying the energy core to imploded inwards as Stan whispered his plan to Ben and Gwen.

"So, do you two understand?" Stan asked Ben and Gwen who both nodded having understood the plan.

Turning his head around, Stan then spotted the robotic squid's swimming into the chamber as Eddie shouted out, "I'm done! Let's get out of here!"

The group then used the jet ski's to escape the flooded generator chamber as the energy orb began glowing brighter.

WHIRRR! REEV! WHOOSH!

The jet skis were driving across the water in a chamber that leaded back to the area of the marine vehicles in the destroyed complex.

"How much time do you think we have?" Gwen called out to Edwin who replied, "Not much."

The group then arrived at a large old submarine as Stan blurted out, "Okay, this will do nicely! Get in!"

WHIRRR! REEV! SCREECH!

The jet ski's then stopped as a confused Eddie muttered to Stan, "That thing's your escape plan? It's only for the show!"

Grinning confidently, Stan activated the Omnitrix.

BEEP!

The Omnitrix core glowed green as Stan said to Eddie, "And when I'm done with it, it'll be for go."

Stan then tapped down the green core which was selected to the Upgrade silhouette.

FLASH!

As Stan transformed into Upgrade, the kids climbed into the submarine as Eddie sealed the hatch door shut.

THUD!

Now reborn for the first time in ages, Upgrade looked over his digital body before he happily murmured, "It's good to be back."

Feeling excited, The young Galvanic Mechamorph then informed the kids inside the submarine, "Hold on tight because we're getting out of here!"

SPLAT! WHRRR! Slither...

Upgrade then stretched out his digital arms and began merging with the old brown submarine.

Slowly, the giant submarine was covered in black with various green stripes covering the top of the vessel whilst the bottom of the submarine gained Upgrade's white jumpsuit and the Omnitrix symbol flashing on the outside of the vessel.

Inside the submarine, the three kids looked on in shock and awe as Upgrade merged with the vessel with Eddie muttering under his breath, "This is so damn awesome..."

At the same time back in the generator chamber...

ZAP! SPARK!

Hundreds of robotic squids surrounded the surging energy orb as it finally began to give off a massive amount of purple energy waves.

ZAP! SPARK! FLASH! BLAM! CRASH!

As the energy built up inside the orb, purple energy rose outwards before it surged back in.

And then it exploded.

CRAKA-BOOM! WHOOSH! SPLASH!

The robotic squids have ripped apart as the underwater complex began exploding.

BLAM! BOOM! CRACK! BLAM! KA-BOOM!

The massive amount of explosions destroyed the underwater resort as the gigantic structure rumbled down into the large gorge below the resort.

Because of the intensity of the explosions, massive mushroom clouds of dust and smoke covered the resort for miles above the gorge.

At first, the explosions seemed to be the only active event, however...

WHOOSH! ZIP! WHIRRR!

A black submarine with various green lines covering it blasted out of the underwater mushroom cloud.

Inside the submarine, Ben, Gwen and Eddie cheered happily as Upgrade proudly declared, "And thank you for travelling with Upgrade water services! Next stop, the surface!"

Speaking of which...

Back on the surface...

The thunderstorm on the surface then vanished as Max and Donovan sprinted out to the dock.

Rumble... SPLASH! SPLOSH!

Next, to the dock, bubbles and air pressure surged out from the ocean as the submarine slowly emerged from the water now back to its brown colour.

Stunned, Donovan could hardly believe his eyes as Max smiled proudly knowing the kids had worked together once again.

Creak...

The hatch door then opened up as the four kids emerged from the hatch smiling happily as Max and Donovan smiled back in response.

A few mins later...

The kids were now safely off the submarine as a shocked Donovan asked the others, "How did you get that sub to work? It hasn't run in eighty years."

"It's like I said Donovan, Grandkids have an amazing way of rising to the occasion." A smiling Max reminded Donovan.

"The good news is that all the aliens are toast." Gwen then informed the group as she smiled brightly.

"And I think I've finally starting to get over my fear of the deep water." Stan then confidently declared to the group as he stood next to Ben and Gwen in the middle of the two.

"But the bad news is that so's the resort, Grandpa." Eddie sadly informed Donovan.

Not caring in the slightest about the resort, Donovan leaned down to Eddie's level and said to him, "Hey who cares, You're all okay and that's all that matters. You'll have to fill me in on the details Edwin."

Eddie looked at the other kids who all winked back at him with Stan's secret remaining intact.

"Most of them, and by the way, the name's Eddie, Grandpa," Eddie informed Donovan who happily nodded back.

Donovan then smiled brightly as Eddie ran over and then hugged him with joy and wonder.

The group of four then looked at each other as Stan whispered to Gwen, "Thanks for helping me with the water issue earlier."

"No problem, you helped me back at Camp Opinicon and Las Vegas, so I'd thought to repay the favour." A blushing Gwen whispered back to Stan.

Stan then couldn't help but blush slightly as both Ben and Max noticed the two bonding closer.

Donovan then looked at Max and thanked him by saying, "Thanks for everything."

"No problem. Well so much for your one of a kind resort, Donovan." Max mused his thoughts on the situation.

Standing up from the ground, Donovan then asked the group, "Yeah well, it just gives me some time to focus on my next one. It's going up on the moon."

Stan and Gwen immediately stopped blushing and looked at Donovan in horror as Ben crossed his arms in annoyance.

"Max, how about you, your grandkids and your great-grandson be my first guests?" Donovan then finished talking.

"Um, no thanks. We're busy doing other things." Max reminded Donovan as the kids outright refused to go to another of Donovan's resorts.

"So when does the plane come back to take us back to Las Vegas?" Stan then bluntly asked Donovan wanting to go back home.

 **Author's note: So there you have it you've finished reading the newest chapter of Stan 10.**

 **Hope you enjoyed this chapter and as always, be sure to Read, Review and Favourite.**

 **It does help out an author like me. ;)**


	23. Chapter 23: Ghostfreaked Out

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome to the last chapter of Stan 10 for 2018!**

 **This chapter is by far one of the darkest chapter in Part 2 hands down due to the creepier nature of this chapter I strived to write with Ghostfreak managing to break free from the Omnitrix.**

 **So without further ado, let's begin...**

 **By the way, Remember to reading, Review and Favourite.**

Italics: _Thinking._

Previously on Stan 10: The group reunited with an old friend of Max's.

Donovan Grandsmith with his grandson Edwin 'Eddie' Grandsmith.

Donovan was the owner of fifteen resorts worldwide with his latest resort being an experimental underwater complex.

Despite this, Stan struggled to be inside the underwater complex due to his fear of deep water.

During the events, the group discovered that the underwater hotel was powered up by a powerful energy source which caused an alien race known as Cyber Squids to invade and destroy the underwater hotel complex.

The group were then successfully able to escape the underwater hotel as the complex was imploded in by the energy orb which Eddie managed to sabotage.

Now moving on from the underwater complex, Stan will face his most nightmare-inducing adventure yet.

Something is off with Ghostfreak, the ninth alien that Stan can transform into...

Chapter 23: 'Ghostfreaked Out.'

The Rust Bucket was parked up in a wooded area east of Las Vegas as everyone was sleeping inside the Rust Bucket.

In Stan's bunker bed below Ben, the young Omnitrix wielder was struggling to sleep as he tossed and turned.

"No... Not... Zzz... Again..." Stan murmured from his mouth as he continued dreaming.

In Stan's dream world...

It was a sunny and bright day in a park somewhere in a bustling and busy city as birds chirped loudly.

In a tree, a young boy around ten years of age who wore a blue hoodie, red shorts and pair of brown trainers managed to climb into the tree and reacquire the frisbee he had tossed into it.

Managing to grab the yellow frisbee, the child then panicked and screamed out, "Help! I can't get down!"

Thankfully help was nearby.

"Don't worry! We'll come up and get you!" Gwen's familiar voice called out to the trapped child.

Looking down, the boy then spotted Stan, Ben and Gwen on the ground below as Ben then complained, "We?"

"No, doofus. I'm talking about Stan." Gwen replied as she looked at Stan.

Rolling his eyes, Stan then responded by saying, "Yeah... Yeah... I know. Can't go one blasted day without changing into an alien these days."

Walking past Ben and Gwen, Stan casually activated the Omnitrix as the green core popped up.

BEEP!

Scrolling through the silhouettes, Stan spotted at the Wildmutt one before he muttered, "Nope. Wildmutt is the scrappy alien I have."

Moving past Wildmutt's silhouette, Stan noticed the silhouette of Gadget Cat and smiled happily.

"Time to give Gadget Cat a second try," Stan muttered as he raised his right hand and tapped down the core.

The Omnitrix shrank down into Stan's right arm as the Human morphed into the Lombax DNA sample the Omnitrix had.

FLASH!

The green light then subsequently vanished as a black-furred Lombax with blue eyes emerged and walked towards the tree.

"Oh sure, turn into the alien cat which spawns weapons to save the scared kid from the tree," Gwen complained behind Gadget Cat's back.

"Would you quit being a jerk?" The young Lombax criticised her as Ben rolled his eyes in response and said, "He'll be fine."

Using his acrobatic skills, Gadget Cat carefully used his OmniWrench as a support beam as the Lombax slowly climbed up the oak tree.

Creak... Groan... WHOOSH! THUD!

The Lombax then reached the top of the oak tree as he carried his Omni-Wrench behind his back.

Balancing his body on the wooden branch, Gadget Cat then walked over to the scared boy.

The boy briefly looked back and saw the Lombax smiling slightly before he whimpered and looked back.

"It's okay. I'm here to help get you down." Gadget Cat calmly informed the young boy.

"I don't want to get down..." The young boy replied in a thick and creepy voice.

"What?!" The shocked Lombax muttered as he aimed out his Omni-Wrench at the boy who then turned around.

The boy had one singular purple eye with a blue eyeball that moved around frantically as the boy rasped, "I want out!"

"Okay! Now that is messed up!" Gadget Cat shouted in horror before the cat alien moved backwards.

BZZTT! WHOOSH!

The surrounding landscape then changed as the tree morphed into a sickly grey hand with the park vanishing into a green background with black spots everywhere.

"Oh crap!" Gadget Cat panicked as the Lombax then spotted a familiar grey face with one purple eye staring back.

It was Ghostfreak.

"You can't get away from me..." The evil ghost alien rasped out to Gadget Cat.

Jumping backwards with his acrobatic skills, Ghostfreak's giant grey hand then trapped the Lombax down in his large hand.

"Always a hero... What a waste of potential..." Ghostfreak ranted out as Gadget Cat tried to break free.

Bringing the Lombax to his large purple eye, Ghostreak then raged loudly, "You want to be helpful? Then get me out!"

In response, Gadget Cat screamed, "ARRGHHHH!"

Ghostfreak then cackled in response before he muttered, "I'm always here... You can't escape from me..."

And then Stan woke up.

"ARRGHHH!" Stan screamed in fear as he ended up tumbling off his bed.

WHOOSH! CRASH!

Landing on the hard floor, Stan's face slammed into the ground.

Groaning in pain, Stan then wiped away the saliva from his mouth before he stood up from the floor breathing frantically.

"Okay... Okay... Haven't had any nightmares since Vilgax... What the hell is going on with me and Ghostfreak?" Stan whimpered to himself as he slowly calmed down.

*Yawn...* Ben groaned out before he woke up and spotted Stan shaking nervously on the floor.

Confused, Ben then asked Stan, "What's up with you? You haven't been like that for a while."

Facing Ben, Stan bluntly stated, "I had a nasty nightmare again. Except it wasn't Vilgax. It was Ghostfreak."

"Ghostfreak? Urgh... That alien has always creeped me out ever since Zombozo's circus." Ben informed Stan remembering the creepy events that night.

"You're right Ben. Ghostfreak was always the creepiest alien I could use. I get the feeling that something has gone wrong with the Omnitrix." Stan replied as he glanced at the Omnitrix secretly wanting to remove the alien device and have a normal life again.

"Hey, no matter what happens, Best friends stick out for each other. We'll figure out why Ghostfreak is acting odd." Ben promised Stan.

"Thanks, Ben, that means a lot to me. I hope I don't lose Ghostfreak because he's a part of the team of the fourteen aliens I can use." Stan replied stating his opinion on the matter.

Thirty mins later...

SCREECH! WHOOSH! RUMBLE!

The Rust Bucket rumbled across an old wooden bridge on a dirt road as the RV drove onwards to its next destination.

Bancroft Academy. The historical school complex was currently accepting academic and smart students for the 2005 August to Summer 2006 term.

Inside the RV, an exhausted Stan stared blankly out the window in the front table as the trees flashed by.

Ben and Max were sat in the front of the RV whilst Gwen were reading a brochure about Brancoft Academy on the opposite side of the table.

 _"Sheesh... What is going on with me? Ever since I've found the Omnitrix ages ago, I've been involved in all kinds of crazy crap. And now I'm getting nightmares about Ghostfreak? What next?"_ A tired Stan thought in exhaustion wondering if the summer would ever end.

"Stan... Stan... Stan!" Everyone in the Rust Bucket called out to him.

THUD!

No longer thinking, Stan looked and noticed that Gwen had whacked the table with the brochure she had been reading.

"Earth to dork! Clean the wax out of your ears!" Gwen mocked Stan before she sighed and began reading the brochure again.

Stan did not respond as a concerned Max turned his head around and called out to him, "You alright son?"

"Not Uncle Max. Ever since that nightmare with Gadget Cat, I'm paranoid about using the Omnitrix again." Stan replied to Max.

"Sheesh... We've got to figure out what's is up with the watch and how it's affecting you." Ben then dropped his opinion on the situation.

Even Gwen seemed slightly worried as she stopped reading the brochure and looked at Stan in concern.

Wanting to change the subject, Stan then asked Gwen, "So what academy are you looking to apply at Gwen?"

"I'm looking to study at Bancroft Academy for the next semester, it's one of the top schools in the country." Gwen showed Stan the brochure.

Looking over the brochure carefully, Stan analyzed all the details of the establishment before he remarked, "Sounds like a good place to study. You head's in the right place."

Rolling his eyes, Ben then blurted out, "You think you're so smart, don't you Gwen? Is that why you want to go to this stupid school? It's full of nothing but stupid snobs and posers."

Outraged, Gwen then shouted at Ben, "Oh really?! Bancroft Academy will be a great place for me to study at doofus!"

"As I said earlier, it's for snobs and posers dweeb." Ben defiantly replied as Stan continued looking over the brochure for Bancroft Academy.

Fed up of Ben and Gwen arguing again, Stan placed down the brochure and pointed out, "Do you two have to still argue despite everything we've been through over this long and exhausting summer?"

Ben and Gwen then remained silent before Gwen then loudly stated, "Ben, I'm warning you. You better not do anything to embarrass me on the tour of the campus. And that applies to you as well Stan."

"Why would I act like an idiot on campus and ruin your chances of a great education? After all, knowledge is power." Stan spoke remembering that quote he got from a book.

Rolling his eyes, Ben then sarcastically said to Gwen, "Don't get your shorts in a twist, Gwen. I'll be on my best behaviour."

Having to deal with promises from two very different boys, Gwen then sighed and muttered, "Why does that still not make me feel any better?"

"Don't worry Gwen. I'll ensure that nothing will go wrong for the visit." Max promised Gwen.

Ten minutes later at the Bancroft Academy...

Bancroft Academy was a large scale college set up on a hill surrounded by a huge forest.

The academy itself had a gothic style architecture with red flags hanging from nearby buildings in the establishment.

Currently, the Tennyson trio and Stan were being led into the plaza of the academy as a female student around fifteen years of age guided the group around.

Leading ahead was the tour guide who wore a smart uniform with a black tie and red coat as an eager Gwen followed behind her looking around the complex in excitement.

Behind Gwen, Stan casually walked forward paying attention to the guide whilst a bored Ben slumped behind with his hands crossed over with Max lurking at the back.

"And recently, Bancroft Academy was awarded the prestigious solid gold trophy for top-rated Prep School on the East Coast. So you can see why we're very picky about who we admit. So many delude themselves into thinking they are Bancroft material. It's so sad." The tour guide explained to the group before she finished talking.

Determined to get in the Academy, Gwen then informed the tour guide, "Well, I have a 4.2 GPA, I'm president of the computer club, treasurer of the science club, volunteer of several local charities and I'm a member of my school's jujitsu team."

Looking at Gwen with a mocking face, the tour guide then stated to her, "How nice for you."

The tour guide then walked away as Gwen frowned in sadness.

"Heh... Told you." Ben mocked Gwen as Max angrily looked at him.

Feeling sorry for Gwen, Stan was about to comfort her when he heard Ghostfreak's voice.

"Stan..." The Ectonurite voice's muttered.

Looking around in shock, Stan then briefly spotted a ghostly shadow fly in the air as the voice finished off with, "I'm still here... Stan..."

"Not paying attention!" Stan whispered under his breath as Ghostfreak vanished again.

"Do you two have any questions?" The tour guide then inquired to Ben and Stan.

Stan remained quiet as Ben then asked her, "Um... Yeah, why are there so many kids here during vacation?"

"Attending our prestigious summer school session." The tour guide rebuked Ben's statement.

"Urgh... Summer and school. Both are two words that should never go together." Stan remarked back as Ben nodded in agreement whilst Gwen briefly glanced at the boys.

Coming to a halt, Ben muttered to Gwen, "What?"

The group remained silent as the tour guide led the group into a shaded alcove tunnel.

Walking at the back of the group behind Max was Stan who was briefly glancing behind his back.

 _"Okay, something is stalking me... Can't be Ghostfreak can it?"_ Stan nervously mused in his head as he quickly looked at his shadow on the wall.

Instead of Stan's normal Human shadow, it was the outline of Ghostfreak's.

Shocked, Stan immediately jumped back and looked at the shadow of the wall.

It had subsequently reverted to Stan's regular shadow.

Blinking his eyes, Stan looked back at the wall before he calmly mumbled to himself, "Jeez... Max is right... I just need some more sleep."

Stan then recaught up with the group as they walked into one of the buildings.

A few mins later in a science laboratory...

The group walked into a laboratory as the tour guide informed the group, "And this is our science lab."

Gwen ended up geeking out in excitement as she spotted a huge microscope that dominated most of the room.

"Woah! An electron microscope!" Gwen geeked out in awe as Stan then muttered, "Wow... That is a fantastic piece of equipment!"

The reaming members of the group were silent as Stan awkwardly whistled and walked off whilst Gwen lowered her head.

Moving away from the others, Stan's joy lit up as he carefully observed the scientific equipment.

"Okay, now this is somewhat intriguing... Hopefully, I can..." Stan muttered loudly before he froze in shock.

Staring from one of the glass beakers was Ghostfreak's singular purple eye in the frothy liquid.

"Let me out!" The Ectonurite wheezed to Stan in desperation.

Feeling enraged, Stan's joy was replaced by seething anger as he raised back his right hand.

"NO! LEAVE ME ALONE GHOSTFREAK!" Stan screeched out like a banshee as he then swatted the glass beaker with his hand.

WHOOSH! SMASH!

The glass beaker shattered into debris on the floor with the liquid leaking as well.

The unimpressed tour guide glared at Stan whilst Max and Ben stared at Stan in worry.

Shaking slightly, Stan gritted his teeth before he explosively remarked to the others, "What?!"

Gwen then moved to Stan and calmly said to him laughing, "That's my friend, always joking!"

Gwen then grabbed hold of Stan and rubbed his head in an annoyed manner.

Unimpressed with this, Stan warned Gwen, "Personal space."

HISS! WHOOSH! HISS! WHOOSH! HISS! WHOOSH!

The various Bunsen Burners in the laboratory then activated which caused the liquid in each glass jar to explode and shatter the glass beakers.

WHOOSH! SMASH! WHOOSH! CRASH!

This chain reaction caused Stan and Gwen to let go of each other as they looked at the broken beakers.

Worried, Max then questioned, Stan, "Stan, what are you doing?!"

"It's not Stan! It's Ghostfreak!" Ben spoke defending Stan who looked around the room for Ghostfreak.

RING!

Then the fire alarm in the laboratory went off as the sprinkler system sprayed water on the floor.

HISS! SOAK!

Unfortunately, the tour guide was right underneath the sprinkler.

Now soaked, the unimpressed tour guide crossed her arms and informed Gwen, "This is not going to look good on your application. Bancroft is a no freak zone."

Depressed, Gwen looked down at the ground in sadness as Stan remained silent feeling ashamed of his actions.

Ghostfreak then mocked Stan by whispering in his ear, "It's me... It's me..."

At the same time in the gym section of Bancroft Academy...

"See what I mean? Easy money." A familiar raspy voice muttered to his clown dressed colleagues.

The Circus Freak trio consisting of Acid Breath, Frightwig and Thumb Skull was back.

Essentially following the fall of Zombozo's circus, the Circus Freak Trio had been arrested but like most villains, they had ended up escaping and they were low on money.

As a result, they were part of the Most Wanted group of criminals in the U.S. with other notable criminals being active such as Frank D'Amico and Cottonmouth among other notorious crime lords and drug dealers.

Currently, the three criminal clowns were looking at a trophy case which was filled with trophies Bancroft Academy had acquired over the years.

A grinning Acid Breath slowly placed his hands on the glass case as a smirking Thumbskull and Frightwig prepared to steal the trophies so that they could sell them on the black market and make money off the stolen goods.

Creak...

A nearby wooden door then opened as a security guard walked into the gym.

"Oh but I'm the type of guy who'll..." The security guard sang under his breath as he closed the wooden door.

Creak...

Turning around, the security guard then spotted the circus freak trio.

Quickly taking out his stun baton from his security belt, the guard then ordered the trio, "Hey, this room is off-limits without an escort!"

The Circus Freak trio grinned darkly at the security guard in response.

Meanwhile back outside of the laboratory...

The group walked back into the plaza as the soaking tour guide sulked in rage.

Sprinting over, Gwen pleaded to the tour guide, "I'm so sorry about that! It was a stupid mistake and I didn't mean for that to happen!"

Turning around, the grumpy tour guide informed Gwen, "At B.A., it is as important who you are as what you've done. You know if you're a person from a quality family."

The tour guide then walked away from Gwen as she gritted her teeth in anger and turned around as Stan raised his arms in protest.

"Stanley Hopkins, I am gonna..." Gwen raged to Stan.

KA-CRASH!

The glass was heard shattering in the distance as everyone in the plaza heard the noise.

Seeing that trouble was occurring, Stan quickly said to the Tennyson trio, "I've got to check that out. We can talk later."

Stan then ran off to the gym hall and opened the glass door.

Creak...

Closing the glass door, Stan then spotted the broken glass trophy case.

Moving to the shattered glass, Stan noticed that it had been melted wide open as he recognised who it could be.

"Oh boy... Let me guess, it's the circus..." Stan guessed before he heard the familiar laughter of the three clowns from a nearby pair of doors.

Preparing himself for a fight, Stan ran over to the gym doors and slowly opened them...

Inside the large gym, the security guard was tangled up in the rafters near the ceiling as the circus freak trio laughed together.

Creak...

The door to the gym then opened as the three clowns spotted Stan staring at them in the doorway.

"Great... You three again. What is up with criminals managing to escape from jail numerous times?" Stan sarcastically muttered as he rolled his eyes.

Recognizing who Stan was, Thumbskull then shouted out, "It's that kid who took down Zombozo!"

"That was a sweet gig working for that clown and you ruined it! Now it's payback time!" Frightwig angrily ranted.

"Agreed Frightwig. This damn brat needs to be wiped out." Acid Breath agreed with his colleague before he ordered Frightwig and Thumbskull, "Get him!"

Immediately, Stan activated the Omnitrix and quickly scrolled through the silhouettes.

BEEP!

"A little Shocksquatch action should fry you freaks!" A grinning Stan declared as he then slammed the Omnitrix core down.

A bright green light then engulfed Stan as he transformed with the circus freak trio covering their eyes from the blinding light.

FLASH!

The green light faded as Ghostfreak floated where Stan once stood.

Looking at himself in disbelief, Ghostfreak then ranted, "Ghostfreak?! I didn't choose you!"

Still feeling cocky, Acid Breath boasted to Ghostfreak, "Nice trick kid. But you don't scare us."

CRACK! SNAP!

While Acid Breath was talking, Thumbskull stomped over to the nearby wooden bleachers and grabbed hold of them.

CRACK! SNAP! CRUNCH!

The wood snapped and cracked apart as Thumbskull grabbed a huge chunk of the wooden debris and balanced slightly.

"HURGH!" Thumbskull grunted out as he hurled the wooden debris towards Ghostfreak.

The wooden debris crashed onto Ghostfreak as the Ectonurite vanished into the ground.

WHOOSH! CRACK! SMASH!

Dust from the woodpile flew in the air briefly as Acid Breath then used his acidic breath to melt the woodpile.

HISS... MELT! CRACK! SNAP!

Cracking his neck, Acid Breath then quoted and mocked Ghostfreak, "But we ain't scared of no ghosts."

The circus freak trio then laughed loudly together as an intangible Ghostfreak remerged from the decaying pile of junk.

WHOOSH!

Morphing back to his nontangible state, Ghostfreak darkly hissed to the trio, "You should be!"

Immediately, Ghostfreak morphed into his intangible black state again and vanished under the ground.

WHOOSH!

As Ghostfreak vanished under the ground, the Tennyson trio then ran into the gym.

"It's those circus freaks we saw at Zombozo's circus!" A shocked Max shouted to the others.

Watching Ghostfreak fight the circus freaks, a grinning Ben then said, "Ironically, Stan is using Ghostfreak to fight the clowns."

"Why is that?" Gwen questioned Ben who replied, "Ghostfreak scared Zomobzo after Stan became enraged when we saw you nearly dead."

Ben and Gwen then finished talking as the three watched Ghostfreak fight the circus freak trio.

Frightwig and Thumbskull narrowly dodged the mat they were standing on as Ghostfreak remerged under the mat and pushed it upwards.

With Acid Breath still on it as he fired acid onto the wooden floor.

WHOOSH! GRAB! HISS... MELT!

Shocked, Acid Breath tried to jump off the mat but Ghostfreak slammed the mat into a nearby wall brutally as the acid began corroding away at the wooden floor.

Ghostfreak then hovered in the air and let go of the gym mat which crashed onto the wall with Acid Breath pinned under it.

Shortly, the mat fell off the wall as Acid Breath landed on the mat knocked out.

WHOOSH! SLAM! Creak... KA-CRASH!

"Boss!" Thumbskull shouted in anger as he charged behind Ghostfreak.

Still not talking, Ghostfreak then vanished behind Thumbskull.

WHOOSH!

Annoyed, Thumbskull looked around for Ghostfreak only for the Ectonurite to reappear still intangible.

Flying near Thumbskull's head, Ghostfreak then placed his hands in Thumbskull's ears.

ZAP! SPARK! GRAB!

"ARGGHH!" Thumbskull howled in pain as Ghostfreak overwhelmed Thumbskull's thick and dumb brain.

The stress was too much to bear as Thumbskull then tumbled onto the wooden floor face first.

CRASH! WHACK!

"Hahaha..." Ghostfreak then chuckled darkly as Frightwig then whipped her hair tentacles at the dark Ectonurite.

WHOOSH! THWIP! GRAB!

Unimpressed, Ghostfreak then grabbed hold of Frightwig's hair tentacles and wrapped them around his right arm before he phased into the gym floor intangible once again.

WHOOSH! SMACK! CRACK! WHAM!

Blood and spit went flying out of Frightwig's mouth as Ghostfreak brutally slammed her head onto the ground numerous times.

WHOOSH!

Remerging from the ground, Ghostfreak observed that all his foes were unconscious as the Ectonurite then loudly declared, "At last... I am free!"

"Something's wrong! I've never seen Stan so vicious!" Max muttered to Ben and Gwen in shock.

"It has to be Ghostfreak! Something is seriously messed up with him!" Ben said having analyzed Ghostfreak's behaviour throughout the fight.

"Come on Ben! Maybe we can calm Stan down!" Gwen suggested to Ben.

Nodding back, Ben and Gwen then sprinted over to Ghostfreak who floated above the ground.

"You're trashing the gym! Are you trying to ruin my chances at getting accepted here! Stan, answer me!" Gwen ranted to Ghostfreak as Ben then shouted out, "Gwen's right! You can't be doing this! You're going crazy! Calm down!"

Turning around, Ghostfreak then floated near Ben and Gwen in there faces before he darkly wheezed, "Stan's not here anymore!"

"ARGH!" Both Ben and Gwen screamed as Ghostfreak then cryptically informed them, "I'm still here... BOO!"

Ben and Gwen ended up tumbling onto the floor as Ghostfreak then laughed darkly as a large punching bag was then thrown into him.

WHOOSH! SLAM! CRASH!

The punching bag slammed into Ghostfreak as Thumbskull grabbed hold of the knocked out Acid Breath with Frightwig following him.

"We've got to get out of here!" Frightwig screamed to Thumbskull who nodded back as the circus freak trio ran out of the gym.

Quickly recovering, Ghostfreak floated up from the gym bag and shouted out, "Guess they didn't learn their lesson!..."

Ghostfreak then flew out of the gym as Max regrouped with Ben and Gwen confused and worried about Stan.

"Are you two okay?" Max asked Ben and Gwen.

"We're fine Grandpa." Ben replied as Gwen then questioned everyone, "What does Ghostfreak mean by I'm still here?"

"He's probably just messing with us. Come on! We've got to find Stan now!" Max suggested to Gwen before he encouraged Ben and Gwen to move.

At the same time outside in the plaza...

Thumbskull and Frightwig ran for their lives as the vengeful Ectonurite known as Ghostfreak hunted down his prey.

 _"At last! I now have complete control over Stan! Soon, I'll take over his body and then the Omnitrix will be mine to control!"_ Ghostfreak mused over his plan.

And then the Omnitrix began timing out.

BEEP! BEEP! BEEP!

Stunned, Ghostfreak quickly flew off into the archways of the academy as he gripped his head.

"No! No! No! I won't go back..." Ghostfreak rasped loudly as the Omnitrix then timed out.

A huge flash of red light covered the archway as Ghostfreak painfully reverted to Stan.

FLASH!

Thick dust-obscured Stan as the red light slowly faded revealing Stan crouched down on the stone floor.

Panting and sweating in shock, Stan slowly got up from the ground and groaned in pain, "Ow... Man, that hurt... It felt like my DNA was being ripped apart."

Shaking his head in pain, Stan noticed that he was in a dark environment as he felt a ghostly chill run down his back...

"Oh, crap... Something is not right... I'm not alone am I?" Stan mumbled under his breath.

"You are correct! And I thought we were close..." A familiar wheezy voice rasped to Stan.

Shocked and frightened, Stan looked upwards and saw Ghostfreak floating above the air.

Ghostfreak was out of the Omnitrix.

And he had broken free.

Traumatized, Stan stepped back as he began shaking in fear as Ghostfreak's singular purple eye glared at him.

"After all, it's so nice to finally meet you face to face!" Ghostfreak informed Stan as the evil Ectonurite floated near him.

"That's Ghostfreak?! Oh my god! How is this even possible?" Stan whimpered in fear as Ghostfreak chuckled darkly.

"Foolish Terran, I never was Ghostfreak... He was but a shell of your pathetic imagination like the other aliens in the Omnitrix..." The Ectonurite told Stan before he cruelly remarked, "My true name is Lord Zs'Skayr, Ruler of Anur Phaetos!"

With another revelation dropped on him, Stan then angrily questioned Zs'Skayr, "What did you do with Ghostfreak?!"

"Simple... Because I escaped the Omnitrix, his DNA sample which I provided for him was purged!" Zs'Skayr continued mocking Stan.

Struggling to deal with his rising fear and coping anger, Stan hatefully glared at Zs'Skayr as the Ectonurite then decided to fully explain how he broke free.

"Since your autistic Human mind can barely comprehend what I'm about to say, I'll keep it simple..." Zs'Skayr stated before he said, "An Ectonurite's consciousness exists even in a few strands of DNA... When the sample was taken for the Omnitrix, I was trapped inside..."

"So this entire time, your DNA was keeping Ghostfreak alive? And now that you're free... He's gone for good..." Stan remarked in shock and horror with the whole situation.

"That's right..." Zs'Skary muttered madly before he rasped out, "And now... I can reveal my true self!"

Hissing in pain, Zs'Skayr then began peeling his old skin as his hands sprouted into long thick claws which could slice someone in half.

RIP! SHARP!

"Urgh... GAH!" Zs'Skayr grunted in pain as Stan walked back stunned by what his blue eyes were seeing unfold in front of him.

Slowly, Ghostfreak's old grey skin was peeling off as Zs'Skayr mutated into a true Ectonurite with disturbing and gross results.

RIP! SLURP!

Next, Zs'Skayr's chest was peeled off revealing thick black tentacles with white stripes on them as they slurped now free.

Slurp... SHARP!

Zs'Sakyr's lower grey skin then fell off as the evil Ectonurite ripped off the skin near his chest and face as he remarked, "ARGGHH!"

RIP! SHARP!

Zs'Sakyr's true form was finally showcased as the grey skin fluttered onto the floor and began decaying.

Unlike Ghostfreak's grey skin, Zs'Sakyr had grey-purple skin with black sharp claws sprouting out from both of his hands.

Zs'Sakyr also had various black lines zigzagging over his chest where the Ectonurite's tentacles were lashing out from his chest.

Zs'Sakyr's tail was noticeable for missing part of the purple skin near the end revealing more black and white skin below.

Perhaps the most disturbing feature was that Zs'Sakyr's skull was now upside down with the grey bone marrow pointing out with his sharp jagged teeth facing upwards whilst his singular purple eye was at the bottom.

"Behold my true and glorious form!" Zs'Sakyr darkly boasted to Stan who continued walking back.

Grossed out, Stan replied in horror, "Urgh... And I thought you were disgusting before. Anyway, what do you want?!"

Zs'Sakyr then stated out his plan, "I need the power of the Omnitrix to make me whole again... But I can only do that by taking over your body..."

Floating near Stan, Zs'Sakyr declared, "Now let's see how you like being trapped in someone else!"

Stepping back into the sunlight, Zs'Sakyr attempted to grab Stan with his bony hand only for the sun to ignite it with purple smoke rising.

HISS! BURN!

"ARGH!" Zs'Sakyr hissed in pain before he vanished into the shadows of the nearby stone wall.

WHOOSH!

"Good grief... I can't believe all that just happened." Stan remarked in horror.

Turning around, Stan then ended up walking into Max who carefully grabbed hold of Stan with his arms.

"Stan! Take it easy. You look like you've just seen a ghost." Max spoke to Stan.

Shaking slightly, Stan moved away from Max just as Ben and Gwen ran over to him.

"You three are not going to believe what just happened. It was insane." Stan informed the Tennyson trio.

Meanwhile in another part of the alcove...

The alone band member was sat down as he practised his tuba loudly.

WHOOSH!

Zs'Sakyr then emerged from the shadows and spotted the band member.

"Of course... Those Human bodies should be good hosts..." The demonic Ectonurite mumbled under his breath.

Floating towards the band member, the young man felt a ghostly chill run up his spine as he stopped playing on the tuba.

"Hello?! Who's there?" The band member called out loudly.

There was nothing but silence.

Shrugging, the band member then began using his tuba instrument again as Zs'Sakyr then emerged from the ceiling.

Shocked, the band member dropped his tuba on the floor and screamed out, "ARGH!"

WHOOSH! CLANG!

Zs'Sakyr then possessed the band member as his colourful Human eyes were replaced with thick black eyes with glowing purple pupils in them with cracked lines running along the edges of both eye pupils.

Clutching his pale hand, Zs'Sakyr then discovered that the Human body could protect him from the roasting rays of the Sun.

"Huh... I guess these frail Human bodies have a use for something after all... Now to find some suitable minions..." The band member replied in Zs'Sakyr's raspy voice.

Walking off from the alcove, Zs'Sakyr then began his plan to possess Stan and gain control over the Omnitrix for good...

At the same time in another part of Bancroft Academy...

Creak...

A wooden door creaked open as Stan peeked inside a supply cupboard before he sighed.

Closing the door, the Tennyson trio walked up behind Stan as he complained, "Zs'Sakyr has got to be hiding around somewhere."

"He's looking for himself?" A confused Ben asked the others.

Hoping to clear up the situation, Gwen reminded Ben, "No, Stan explained that Ghostfreak and Zs'Sakyr seem to be completely separate individuals which are very baffling."

"Well, Ectonurites are one of the most dangerous alien species. It's rather creepy as to how the Omnitrix even managed to get a DNA sample from one of them." Max spoke agreeing with Gwen and Ben that the situation was very confusing.

Wanting to clear up the situation, Stan then pointed out as he looked at the Omnitrix, "You're right Gwen. This entire situation is hard to wrap your head around. Somehow, Zs'Sakyr was lurking in the Omnitrix this entire time and he wanted to break free."

Freezing in shock, Stan then said to the group, "That's why I always felt creeped out as Ghostfreak. Zs'Sakyr was watching over me this entire time."

"Sheesh... This whole situation is nightmare fuel." Ben mumbled in horror.

Wanting to calm Stan down, Max then gently said to Stan, "Look, Stan. Whatever is going on, we'll always be here for you."

"That's right. Even if it turns out you have a major leak in your brainpan." Gwen sarcastically replied.

Not impressed, Stan turned around and reminded Gwen, "Would you quit joking now?! We have a catastrophic problem on our hands!"

"I was only joking Stan. Besides, how are you planning on bringing him down once we find him?" Gwen questioned the young Omnitrix wielder.

"Yeah, that alien is pretty tough." Ben then informed Stan.

Walking past an open window with the sunlight illuminating the corridor, Stan looked outside before he smiled confidently.

"Eureka! That's it! I know how to beat Zs'Sakyr!" Stan expressed with excitement before he rambled on, "Sunlight, he can't go out into the sun. He has to lurk in the shadows."

"What like a vampire? You never had that problem when you were Ghostfreak." Gwen questioned Stan.

Thinking about it briefly, Stan then looked at the Omnitrix before he stated, "That's exactly why he needs me. Somehow if were bonded together, He'll become whole again."

"Then we'll need to find him before sunset." Ben realized and told Stan about this discovery.

Looking out the window, Stan noticed that the sun was now slowly rising downwards as Max then informed the kids, "Don't worry. I've got a couple of things from my Plumber days that might help."

Nodding confidently, Stan then briefly mused in his head, _"Good thing I've got back up. There is no way I'd be able to handle this latest incident I've caused."_

Meanwhile in an empty shed near the outskirts of Bancroft Academy...

In the shed, an exhausted Acid Breath was leaning against a support beam whilst Thumbskull was gloomily sat on the floor.

"How tough could it be to rob a school?! It'll be easy money!" Frightwig mockingly called out to Acid Breath.

Not impressed, Acid Breath then replied, "Shut up Frightwig! I'm trying to come up with a better plan."

The wooden door was then unlocked as someone entered the shed.

Creak... THUD!

The circus freak trio stepped back as Acid Breath recalled in horror, "It's that kid with the watch! Let's get out of here!"

"Attention... Freaks!" The person called out with a wheezy voice as he walked into the shed.

"You are now my minions! Obey my commands or feel my wrath!" The possessed band member then commanded the circus freak trio.

The circus freak trio remained silent.

And then they began laughing.

"AHAHAHAHAHAHA!" Each member of the trio laughed together.

Unimpressed, the possessed band member then warned the trio, "I don't think you realize who you're dealing with... Allow me to show you..."

Zs'Sakyr then morphed out of the band members body.

WHOOSH!

The circus freak trio watched on in shock as Zs'Sakyr confronted the three.

Screaming, the band member then ran out of the shed as Zs'Sakyr ordered the circus freaks, "I am not that kid... But serve me and I promise you will never see him again..."

Acid Breath and Frightwig looked at each other before Thumbskull demanded Zs'Sakyr, "What if we don't wanna help you?"

Chuckling darkly, Zs'Sakyr gleefully stated, "I was hoping you'd ask..."

Zs'Sakyr then flew into Thumbskull's body.

WHOOSH!

Frightwig and Acid Breath stepped back as Thumbskull struggled to control his own body.

THUD!

Kneeling on the ground, Thumbskull painfully cried out, "What's happening to me?!"

Zs'Sakyr then hurled Thumbskull's thick body against the various walls and shelves of the shed before Zs'Sakyr morphed out of Thumbskull's body.

WHOOSH! SMASH! CRACK! WHAM! WHOOSH!

Thumbskull's body then went flying against the wall near Acid Breath and Frightwig.

Stunned, Frightwig and Acid Breath knew they had no choice as Zs'Sakyr then asked them, "Any other questions?"

"When do we start boss?" Acid Breath reluctantly asked his new employer.

"No time like the present..." A grinning Zs'Sakyr answered back.

Back outside a few hours later...

It was now nighttime at Bancroft Academy.

The moon was not visible as the grey clouds blanked out the night sky with a few stars being visible.

Walking outside in the plaza, Max led the group as he carried a tracking device that was designed to detect Zs'Sakyr's presence.

 _"Where is Zs'Skayr? He's lurking around in the shadows somewhere... All I need to do is go Heatblast and fry him to ash."_ Stan thought in his head thinking about his plan to beat the evil Ectonurite alien.

"We've been at this for hours!" Gwen then complained to the group.

No longer thinking, Stan shook his head as Gwen finished her rant by saying, "If Zs'Skayr trashes the campus, I'll never get admitted!"

Everyone then looked at Gwen in annoyance as Ben sarcastically remarked, "Really dweeb? You're caring more about some stupid education?"

"Not like that it is as important than saving all these innocent people." Gwen then apologised.

"Let's stay focused." Stan reminded Gwen.

BEEP! BEEP! BEEP!

Max's tracking device then flared up rapidly as the group approached a clearing with a stone statue of the academy's founder nearby.

"I'm picking up some trace spectral activity from around that corner," Max informed the kids.

Now ready to battle Zs'Sakyr, Stan grinned and said to Max, "Okay, I'll go Heatblast."

Looking down at his right arm, Stan carefully activated the Omnitrix.

BEEP!

The Omnitrix core popped up as Stan then accidentally twisted the dial sharply.

ZAP! SPARK! BEEP!

The Omnitrix then began glowing as green sparks of Omni energy leaked out of the alien watch.

"Gwen, Ben, get back!" Max called out to his grandchildren.

Gwen and Ben stepped away from Stan as he kneeled onto the ground and yelled in pain before he growled out, "Gah! I feel rage... So much rage... Grr..."

A bright flash of green light then covered Stan as he began transforming into his fifteenth alien.

FLASH!

Slamming his right hand onto the ground, The Omnitrix shrank into Stan's right arm as bright orange fur began growing over his arm.

Unlike the other transformations Stan had endured, this one felt very different to him.

It felt animalistic and was filled with rage and anger.

By now the bright orange fur had covered all of Stan's right arm and was now spreading to the rest of his body as his muscle mass increased in size.

Similar to Four Arms's transformation, Stan slowly grew in size to nine feet tall as the orange fur covered his body with Stan's clothing vanishing.

As the fur reached his face, a pair of thick black claws slowly emerged from both of Stan's arms as white fur began covering his chest with black lines starting to cover his shoulders, head, legs and upper body with his back being covered by a large black stripe.

With his face now covered in orange fur, Stan's Human face vanished as bright white fur sprouted on his orange hands and feet covering them as the black lines morphed on his face with each line matching with each other.

His hands were human-like with three fingers and one thumb being present on each hand as his feet had three large tiger-like toes on each side.

Finally, Stan's face changed into that of a humanoid tiger which had big black eyebrows with an orange stripe covering them with his mouth gaining sharp pointy teeth that curved upwards.

As for the eyes?

The alien's eyes were a dark blue colour with brown pupils faintly present in them if you looked very close.

The alien also lacked a tail making him different than the one Gadget Cat possessed.

The Omnitrix symbol then morphed in the middle of the alien's chest.

Now fully transformed, the tiger-like alien snarled before he roared and jumped upwards into the air as the transformation ended.

Stan had become an Appoplexian known as Rath.

FLASH!

The bright green light surrounding Stan faded as the Tennyson trio watched the newly transformed Appoplexian shake his head quickly.

Once Rath finished shaking his head, he scowled slightly before he opened up his mouth and loudly roared, "RATH! AARRGHH!"

Rath's roar then echoed across the academy before he slowly calmed down and looked at the shocked Tennyson trio.

"What? Why are you staring at Rath like that?" The dumb Appoploeixan asked the three in a thick and deep wrestling type voice.

"Uh, Grandpa... Can you please tell me what happened to Stan?" Ben questioned his grandfather.

"Stan's become an Appoplexian. They're a race of common aliens who believe that the key to solving any fight is by hitting it. They are not the smartest race in the Galaxy being very aggressive, argumentative and powerful. Despite this, they do have a large warrior based society like Tetramands." Max explained to the kids.

Briefly listening to Max, Gwen watched as Rath sniffed the air and growled slightly before she realized, "So Rath's hardwired to aggression and is very dumb. He sounds like the opposite of Grey Matter."

Upon hearing Gwen call him dumb, Rath angrily growled and marched over to Gwen in a fit of rage.

"Let me tell ya something, Gwendolyn... You calling Rath dumb?!" The Appoplexian ranted to Gwen who then yelled back, "Uh, hello?! What else would you be like that?"

"Don't call Rath dumb! Call Rath smart instead! Rath is smarter then Grey Matter!" Rath declared in rage as his aggressive nature confused his worldview.

"I rest my case." A cocky Gwen concluded as she crossed her arms.

Rath growled in response as Ben gulped and quickly ran between the two as he advised Rath, "Hey Rath... Just take it easy will ya?"

Rath realized his mistake and slowly calmed down before he loudly stated, "Fine Benjamin! Only because you asked me to."

"ARGGHH!" People then screamed.

Turning around, the group spotted various students fleeing from the main campus building as Max told the group, "That's got to be trouble."

"What else would it be Maxwell?" Rath complained under his breath as the four ran to the entrance of the building.

Leading the group to the old school building, Rath then caused his claws to grow slightly as Frightwig and Thumbskull emerged from the building with Frightwig's long hair tentacles holding the tour guide hostage.

"Let me tell ya something you pair of circus freaks! You're in my way and the party's over!" Rath warned Frightwig and Thumbskull as he flared his sharp teeth.

Smirking confidently, Frightwig then shouted back at Rath, "You got it all wrong kitty cat! It's just about to get rolling!"

A possessed Acid Breath with purple eyes and black eyes then walked out as he wheezed out, "And it's a surprise party!..."

Zs'Sakyr then phased out of Acid Breath as Rath snarled, "GRRRR..."

WHOOSH!

"Hello, Stan, have you been working out?" The demonic Ectonurite mockingly asked the enraged Appoplexian.

"Damn right I have! Rath is going kick your ass!" Rath swore back as he cracked his knuckles.

"Urgh... Major horror show." Gwen groaned in disgust as she stepped behind Max with Ben near her.

Cackling, Zs'Sakyr floated forward and informed Gwen, "You ain't seen nothing yet!"

Zs'Sakyr then morphed to his tangible state and flew into Rath's body.

WHOOSH! SPLAT!

Zs'Sakyr struggled to gain control and posses Rath as the shocked Appoplexian grabbed hold of the gooey matter with his thick hands.

"I don't think so you stupid ghost!" Rath shouted back as he hurled Zs'Sakyr off him with his enhanced strength.

GRAB! WHOOSH!

Zs'Sakyr quickly morphed back to his natural state as his singular upside-down eye glared at Stan.

"Ahh... It seems I cannot merge with your alien forms..." Zs'Sakyr muttered before he cockily declared, "No matter, time is on my side... You will be human again soon enough..."

"But we have a surprise of our own!" Max then boldly shouted as he aimed a futuristic pistol at the Ectonurite.

Similar to the Null Void Projector, the gun was of a similar design with the barrel being light blue whilst the outer shell was a bright white colour with black streaks running across the weapon.

Aiming the weapon at Zs'Sakyr a blue energy beam lashed out and zapped the evil Ectonurite.

WHOOSH! BLAST! HISS!

"ARGHH!" Zs'Sakyr hissed in pain as the beam of sunlight disintegrated his left arm briefly.

Holding his smoking arm in shock, Zs'Sakyr shouted in shock, "Daylight at night?!"

"Sun gun. Projects a beam as bright as sunlight." Max briefly explained to Zs'Sakyr.

Impressed, Zs'Sakyr rasped back, "Clever, Max Tennyson."

WHOOSH! BLAST! ZAP!

Max then fired another blast of sunbeam energy at Zs'Sakyr who swiftly dodged the energy beam and mocked Max, "But not clever enough."

Zs'Sakyr then possessed Thumbskull to protect himself from the energy weapon.

WHOOSH!

"Argh... I hate this!" Thumbskull groaned in pain as Zs'Sakyr finished possessing him.

"As long as I am in a host's body, your weapon has no effect!" The Ectonurite's raspy voice replied before he began charging towards Rath.

"It's about time! Rath has been looking forward to this!" Rath shouted back as the two ran towards each other and soon collided.

THUD! THUD! CRACK! SLAM!

Both Thumbskull and Rath then crashed together as the heroic Appoplexian then grabbed hold of Thumbskull's head.

"Apothecium Suplex!" Rath shouted out as he then hurled Thumbskull into a nearby stone statue.

WHOOSH! CRASH!

The stone statue was destroyed into rubble as Rath grinned and grabbed hold off Thumbskull's back before he boomed out, "Slamming you back Suplex!"

WHOOSH! SLAM! CRACK!

Rath slammed Thumbskull's head on his back whilst Frightwig facepalmed in annoyance as the stunned tour guide watched the battle in disbelief.

Seeing that Zs'Sakyr was in danger, Acid Breath quickly ran forward whilst Rath dragged Thumbskull into various objects including a stone statue and a tree with his strength.

WHOOSH! SLAM! CRUSH! WHAM!

"Oh yeah! How does that feel blockhead?! You think you can beat Rath now?!" The Appoplexian boasted to the possessed Thumbskull who was then tossed onto the ground.

WHOOSH! SKID! THWACK!

Thumbskull's huge body skidded across the ground near Acid Breath as he opened his mouth and spat out some acid towards Rath.

WHOOSH! HISS... MELT!

Rath quickly dodged the acidic breath splatter and managed to jump to cover behind an old flower bed which quickly was melted by the acid.

Briefly peering up from the melted flower bed, Rath cockily remarked, "Is that all you're good at Acid face? Even Rath is not impressed!"

"You'll regret that!" Acid Breath replied to Rath as Thumbskull recovered.

Leaping onto Thumbskull's back, Acid Breath then attempted to fire more acid from his mouth only for Rath to sprint forward and punch him in his jaw.

"Atomic Haymaker!" Rath yelled another one of his moves as he slammed Acid Breath off Thumbskull's back.

WHOOSH! SLAM! CRASH!

The possessed Thumbskull then tried to attack Rath again only for the Appoplexian to duck down and sprint into a backwards roll underneath Thumbskull.

Confused, Thumbskull turned around just as Rath leapt in a sliding kick upwards where he boomed out, "Hellzone kick!"

WHOOSH! THWACK!

Thumbskull was then beaten for good as Zs'Sakyr morphed out of his body.

WHOOSH!

"Quit being such a wuss and fight Rath face to face!" Rath demanded Zs'Sakyr who merely faded into Frightwig's' body in response.

WHOOSH!

Zs'Sakyr then possessed Frightwig as she gained the purple eyes with the black pupils in the centre as Rath rolled his eyes wanting to have a better fight.

 _"Man, Rath is getting bored with this fight! I was kinda hoping to fight someone tougher like Kevin. Too bad Shocksquatch stole that from Rath!"_ Rath processed in his head.

WHOOSH! THWIP!

Frightwig then tossed the tour guide using her hair tentacles as Gwen quickly sprinted and managed to grab her.

SLAM! THUD!

Gwen and the tour guide tumbled onto the ground as the pair of girls slowly recovered from the impact.

Chuckling slightly, Gwen then asked the tour guide, "Heh... So should I turn in my admissions application to the main office or just give it to you?"

The tour guide glared at Gwen in disbelief and shock in response.

As Rath and Frightwig ran towards each other, Frightwig then slid underneath the Appoplexian's leg and ensured her hair tentacles around Rath's legs.

WHOOSH! THWIP! SLAM! CRACK!

Rath went tumbling onto the ground briefly before he managed to recover and loudly shouted to Frightwig, "That's more like it! You're putting up a better fight for Rath!"

Frightwig grinned in response and front flipped as she continued flicking her hair tentacles at Rath.

Managing to dodge Frightwig, Rath ended up grabbing one of Frightwig's hair tentacles with both of his arms before he shouted out, "Come here!"

Frightwig was then dragged up close to the grinning Appoplexian who smirked darkly with his sharp teeth at the possessed circus freak.

SMACK! THUD! WHAM! WHOOSH! THUD!

Rath then tied up Frightwig with her hair tentacles and tossed her onto the ground dazed and battered.

Walking towards Zs'Sakyr, Rath then confidently boasted, "You've lost, so-called high ruler! I'll just keep whooping the asses of your circus freaks!"

WHOOSH!

Zs'Sakyr then morphed out of Frightwig's body as he wheezed out, "You're right... Maybe I need a new partner..."

Zs'Sakyr then glanced at Gwen and back at Rath briefly before he remarked, "Someone more interesting for you to battle!"

"GWENDOLYN, LOOK OUT!" A shocked Rath screamed to the person he seemed to care about the most.

"ARGHH!" Gwen shrieked in terror as Zs'Sakyr then faded in her mouth possessing her.

Gwen's body then became rigid as the tour guide scrambled away from the area.

Kneeling on the ground, Gwen's bright green eyes closed and were replaced by Zs'Sakyr's dark purple eyes as Rath sprinted over to her in worry.

Now having control over Gwen, Zs'Sakyr then chuckled loudly. "Heh... Heh... Heh..."

"Get out of her now! Rath demands that happen!" An enraged Rath roared out as veins slowly bulged on his face.

"Too late! Let's have some fun!" Zs'Sakyr chuckled back in a mocking state.

Now possessed, Gwen ended up leaping towards Rath with a backflipping kick.

WHOOSH! WHACK!

Rath ended up getting kicked in the face as the Appoplexian struggled to fight back not wanting to harm Gwen.

"Gwen, please don't do this!" Rath begged as his angry tone was replaced by a scared and worried one.

"She's mine!" Zs'Sakyar cruelly shouted back as Gwen continued attacking Rath with martial arts punches and kicks.

WHOOSH! SMACK! PUNCH! KICK!

Losing his patience, Rath growled and then grabbed hold of Gwen before he angrily hurled her against a brick wall.

WHOOSH! THUD! CRACK!

Gwen's body then slammed onto the floor as Gwen groaned and watched in her blurry vision as Rath slowly approached her.

Rath's left claw then grew in size as he prepared to strike out Zs'Sakyr when Gwen's green eyes reappeared.

"Stan? What are you doing?!" Gwen asked in her normal voice.

Stunned, Rath retraced back his claw as his angry expression was replaced with concern.

And then Zs'Sakyr retook control of her.

Gwen's green eyes vanished as Zs'Sakyr's purple ones returned as he mocked Rath, "Just kidding!"

The possessed Gwen then kicked Rath in his face.

Again.

WHOOSH! WHACK!

"RARGH!" An enraged Rath howled in anger as he glared at Zs'Sakyr who had managed to use Gwen's body which clung onto the wall of the academy like a spider.

WHOOSH! GRAB!

Furious, Rath stomped over to the wall and dragged his claws into the wall to act as supports as he slowly began climbing up the brick wall whilst Ben and Max watched on.

STOMP! CRACK!

"Grandpa! Over here!" Ben called out to Max after he spotted a ladder to get to the roof.

Nodding back to Ben, Max and Ben then ran over to the ladder and began climbing up it just as Gwen scaled onto the roof.

Landing on the roof, Gwen quickly sprinted across the roof just as Rath clambered over the wall and glared at Zs'Sakyr.

THUD!

"Let me tell ya something Zs'Sakyr or whatever your name is! You've ruined my..." Rath began ranting just as the Omnitrix symbol on his chest began beeping red.

BEEP! BEEP! BEEP!

"Ah... Music to my ears!" Zs'Sakyr happily wheezed out as Rath shouted out, "Ah nuts!"

Rath was then covered by a bright flash of red light as he transformed back to Stan.

FLASH!

The red light then faded as a woozy Stan emerged before he briefly shook his head.

"Urgh... Great my fifteenth alien and he's even angrier and stupid then Four Arms." Stan mumbled to himself before he realized what was happening.

Staring at Gwen, Stan nervously stepped back as Zs'Sakyr then happily declared, "At last! We will be reunited as one!"

"That's not happening anytime soon!" A fearfully Stan called back.

"Stan! Catch this!" Max shouted out to him.

Turning around, Stan spotted Ben and Max on the roof as Stan managed to grab the sun gun.

WHOOSH! GRAB!

Now holding the sun gun, Stan's heartbeat slowly increased as he cocked the sun gun and aimed it at Gwen.

WHIRRR! BEEP!

"Stay back or I'll disintegrate you into ash!" Stan warned Zs'Sakyr not wanting to kill anyone else due to his heroic morality.

"I have another idea! Drop the weapon and I'll meld with you and take over the world!" Zs'Sakyr offered Stan his suggestion.

Stan cocked the weapon as he reminded him, "As I said before, that's not happening anytime soon!"

Smirking, Gwen then jumped onto the side of the roof before Zs'Sakyr taunted Stan, "Then you'd better hope that your precious girlfriend knows how to fly!"

"What the devil?! She's not my girlfriend!" Stan shouted back denying the accusation as his cheeks briefly flared red.

"Enough! It's your choice, Stanley." Zs'Sakyr then mocked Stan as he had to make a crucial decision.

 _"Oh... Why do I have to make this impossible choice?! This sucks!"_ Stan briefly mused in his head as he continued aiming the stun gun at Gwen.

WHOOSH! THUD! WHOOSH! THUD! WHOOSH! THUD!

The circus freak trio the surrounded the group of three as Zs'Sakyr then bluntly stated, "Next sound you hear is the sound of Gwen's screams as she takes the big dive! AHAHAHA!"

Unable to hurt Gwen due to his growing feelings for her, Stan sighed in defeat as he dropped the sun gun onto the floor.

WHAM!

Zs'Sakyr then faded out of Gwen as he floated near the circus freak trio whilst Ben and Max ran over and comforted Gwen.

"I hope I made the right decision," Stan mumbled under his breath as Zs'Sakyr formed near him.

Facing his minions, Zs'Sakyr then ordered the circus freaks, "Eliminate the three!"

"Hey! We had a deal you Halloween reject!" An outraged Stan yelled to Zs'Sakyr.

"You made a deal with me! Not them..." Zs'Sakyr reminded Stan as he pointed his left clawed hand at the Tennyson trio.

Acid Breath quickly grabbed hold of Ben whilst Frightwig used her hair tentacles to restrain both Ben and Gwen whilst Thumbskull then grabbed Max in his huge grip.

Looking down at the ground, Stan spotted the sun gun and quickly ran to grab hold of it.

"Oh no, you don't!" Zs'Sakyr shouted out as he then grabbed hold of Stan's shoulders and began merging with him as flashes of black and white energy leaked out from the two.

WHOOSH! ZAP! SPARK!

Gritting his teeth, Stan's blue eyes widened before he screamed in pain, "ARRGGHH!"

"STAN!" The Tennyson trio nearby yelled in shock as Acid Breath chuckled before muttering, "At last the brat is no more."

As Zs'Sakyr turned intangible, he then mocked Stan by whispering, "Yes... Soon we'll become one and we will rule the world... Good boy..."

Stan didn't even reply as he grunted in pain as he then closed his blue eyes.

And then they reopened.

Bright green colour with small visible black pupils in them.

WHOOSH! ZAP! SPARK! BEEP!

A green aura of Omni energy then surrounded Stan and Zs'Sakyr as he transformed into his enhanced state where the Omnitrix protected him for a brief period of time which for unknown reasons was currently unexplained.

ZAP! SPARK! WHOOSH!

This time, Stan's black hair also briefly spiked upwards as the Omnitrix core glowed from red to green whilst his black pupils grew slightly bigger by a microscopic amount.

Because it had been a while since Stan had used this form, he was getting stronger every time he accessed the unknown power-up which baffled everyone.

Shocked, everyone stared at Stan as Max remarked in shock, "That's impossible... He shouldn't be that strong with the Omnitrix..."

Ben, Gwen and the circus freak trio just remained speechless as Zs'Sakyr then wheezed in confusion, "What is this?! No, wait... Is that what I think it is?! Impossible!"

By now Zs'Sakyr was still trying to merge with Stan as his green energy aura protected him as Stan's left hand then slammed down the green Omnitrix core on automatic instinct.

ZAP! SPARK! FLASH!

A massive green light obscured Stan as Zs'Sakyr was able to merge with Stan.

Thinking he had won, Zs'Sakyr triumphantly declared, "Together again! Just like old_ GAH!"

Zs'Sakyr then coughed violently as Grey Matter landed on his back.

SPLAT! THWIP!

Now back to normal, Grey Matter groaned and complained, "Urgh... That was so unhygienic."

Grey Matter then jumped upwards and landed on Frightwig's head.

WHOOSH! THWIP! SPLAT!

Frightwig then dropped Gwen on the floor as she tried to swat Grey Matter of her head.

"Get him you fools before he gets any stronger!" Zs'Sakyr ordered his minions.

Thumbskull and Acid Breath dropped Max and Ben respectively and tried to assist Frightwig.

Firstly, Thumbskull grabbed hold of Frightwig and began shaking her only for the Galvan to leap off her head and land on Thumbskull's back.

WHOOSH! THWIP! SPLAT!

Thumbskull no longer noticed Grey Matter on Frightwig's hair and muttered in confusion, "Where'd that little pipsqueak go?"

Turning around, Frightwig then spotted Grey Matter on Thumbskull's back.

Frightwig's hair tentacles then slammed into Thumbskull's back.

WHOOSH! THWIP! SPLAT! WHAM!

Grey Matter then ended up leaping onto Acid Breath's face as Frightwig's hair tentacles once again slammed into his face whilst Grey Matter landed on Frightwig's hair.

WHOOSH! THWIP! SPLAT! CRACK!

"Missed me!" The Galvan cockily remarked to Frightwig.

Unimpressed, Thumbskull angrily tossed a stone slab at Frightwig.

SMACK! WHOOSH! THWIP! SPLAT! THUD!

Grey Matter narrowly dodged being hit by the stone slab as Frightwig slammed onto the ground having been hit by the stone slab.

Groaning, Acid Breath then stood upwards as Grey Matter landed on his head.

Quickly acting, Acid Breath then chucked Grey Matter off his head as Thumbskull prepared to crush the young Galvan on the floor.

"You really can't catch me you imbeciles!" Grey Matter mocked both of the circus freaks as Acid Breath then fired his acidic breath.

WHOOSH! HISS... MELT! THUD!

Grey Matter quickly rolled forwards and avoided being crushed by Thumbskull's foot as the acid breath melted Thumbskull's foot briefly.

"ARGGHH! IDIOTS!" Zs'Sakyr cursed in rage as Max quickly led Ben and Gwen into a fire escape door on the roof.

Creak... THUD!

The circus freak trio was stunned as Grey Matter quickly ran off to a nearby brick wall and vanished into the visible cracks of the structure.

With his plans falling apart, Zs'Sakyr quickly floated near the wall and shouted to his minions, "Get them or I will make you three suffer for your incompetence!"

The circus freak trio quickly chased after the Tennyson group as Zs'Sakyr faded into the wall.

WHOOSH!

Now inside the structure, Zs'Sakyr discovered that he was in an old clock tower as he shouted out loudly, "You can run! But you can't hide!"

Silence ensured inside the clock tower as Zs'Sakyr began hunting for his prey.

Meanwhile in a kitchen in the lower levels of the establishment...

Creak...

The circus freak trio emerged into the kitchen as Acid Breath ordered the other two, "Spread out! They're in here somewhere."

The three then split up as they began searching for the Tennyson trio.

Peeking from around a corner, Max, Ben and Gwen spotted Thumbskull walking past a fridge as he hungrily began devouring the jelly inside.

"We'll take them out one at a time." Max whispered to Ben and Gwen who nodded back as Ben quietly remarked, "Sounds like a good plan."

Ben and Gwen then sneaked past as Thumbskull closed the fridge door and spotted Max in the reflection of the glass.

"Hey! Hold it right there!" Thumbskull called out to Max who quickly ran off in response.

Thumbskull quickly tried to chase Max as he quickly ran to a nearby door and opened it revealing a pantry.

"Hargh!" Thumbskull shouted as he stomped towards Max and tackled him.

WHOOSH! CRASH!

Not taking any chances, Max then slid on his back and raised his legs and kicked Thumbskull in his gut.

KICK! WHOOSH!

Thumbskull then went flying into the pantry as cans and other tins rained down on the titanic circus freak.

CLANG! WHAM! THUD!

Groaning in pain, Thumbskull opened his eyes as he then spotted Max close the pantry door sealing Thumbskull inside.

In another part of the kitchen...

Crouching down Gwen watched as Acid Breath slowly patrolled nearby as he then spotted Gwen.

WHOOSH! SLAM! CRASH!

Acid Breath then hurled the shelf onto the ground as he mocked Gwen, "It's just you and me precious."

"Bring it on stink breath!" Ben then shouted back in response.

Turning around, Acid Breath then spotted Ben holding a fire extinguisher as he sprayed the foam in Acid Breath's mouth.

PHWOOSH! SPLAT!

"GAH!" Acid Breath coughed as white foam landed on the floor as he stumbled around in pain.

Sprinting past Acid Breath, Gwen then grabbed a nearby frying pan and walked over to him.

WHOOSH! SLAM! CLANG!

Gwen then slammed the frying pan on Acid Breath's head as he was knocked out.

"Huh... Stan was right, these frying pan's do make good weapons." Gwen muttered to herself as Ben discarded the fire extinguisher on the floor.

WHOOSH! THUD!

Frightwig then leapt up onto a nearby stove and smacked Ben and Gwen aside with an upside-down sidewards kick she performed with her athletic skills.

SMACK! CRACK!

Ben and Gwen were sent flying against the wall as Frightwig then used her hair tentacles to trap Ben and Gwen.

WHOOSH! THWIP! GRAB!

However, Max then ran over to Frightwig carrying a large bucket of grease as he angrily shouted, "Let go of my grandkids!"

WHOOSH! SLAM! SLURP! SPLAT!

Frightwig's hair tentacles then receded as she slipped over and fell onto the grease puddle that leaked out on the floor.

WHOOSH! SLIP! WHAM!

"Phew... Thanks, Grandpa." Gwen complimented Max who smiled and gave the two kids a thumbs up.

At the same time back in the clock tower...

Groan... Rumble...

The ancient wood in the building groaned slightly as Zs'Sakyr continued hunting for Grey Matter.

By this point, Zs'Sakyr was starting to lose his patience as his plan seemingly continued to fall apart.

"Oh, Stanley... Where are you?" Zs'Sakyr mocked the young Omnitrix wielder.

Panting slightly, Grey Matter sweated just as the Omnitrix symbol on his back began beeping red.

BEEP! BEEP! BEEP! FLASH!

Floating nearby, Zs'Sakyr then heard the classic red flash of the recharge function the Omnitrix had before he turned around and spotted Stan back in his normal Human state.

"Oh no! Not now!" A panicking Stan yelled before he quickly ran across the wooden rafters.

"You can't escape from me! I always come back!" Zs'Sakyr gleefully cackled as he began chasing after Stan on the rafters.

It was a literal game of cat and mouse as Stan sprinted across the wooden rafters whilst Zs'Sakyr floated after him.

Wanting to escape for good, Stan then ended up leaping across the balcony and right onto a wooden balcony on the opposite side.

WHOOSH! THWACK!

"Ooof!" Stan grunted in pain as he struggled to hold onto the wooden ledge any longer as he panted out, "Just got to the other side..."

However, Stan then ended up losing his grip on the wooden structure as he plummeted down into the depths of the clock tower.

"WOAH!" Stan screamed in shock as he then tumbled sidewards on a wooden platform numerous times.

WHOOSH! SMACK! WHAM!

The roll also caused Stan to briefly lose his brown glasses as his eyesight went blurry.

 _"I've got to find a way to improve my eyesight."_ Stan briefly thought as his left hand quickly grabbed the brown glasses.

Placing the glasses over his eyes, Stan was then greeted with Zs'Sakyr's purple eye staring at his face first.

"You can't run boy! Just give up and become one with me!" Zs'Sakyr tried to convince Stan to give up.

Stan ignored Zs'Sakyr and got up from the ground and ran off again.

Unimpressed, Zs'Sakyr tired to slice Stan with his claws who swiftly dodged them.

WHOOSH! SLICE! WHOOSH! SLICE!

 _"How is this brat so quick and agile even though he seems disabled?! There must be something else at work besides's Human DNA."_ Zs'Sakyr mused in his head before he remembered, _"Of course, there must be some other type of DNA in his system. But what is it and why can't I remember?!"_

Whilst Zs'Sakyr had been thinking to himself, Stan had managed to grab hold of a mallet from a nearby workbench as he swung the tool at Zs'Sakyr.

WHOOSH!

The mallet phased through Zs'Sakyr as he then pulled out the tentacles from his skin.

Slurp... SHARP!

Using his tentacles, Zs'Sakyr then grabbed hold of the mallet which Stan was holding onto as he threw Stan in the air at the metal support beams.

WHOOSH! CLANG!

With his right hand gripping onto the support beam, Stan slowly used his left hand as he tried to climb onto the structure whilst Zs'Sakyr floated behind him.

"Think of it Stan, With the power of Omnitrix and your DNA, I will be unstoppable!" Zs'Sakyr tried convincing Stan again.

Looking away from Zs'Sakyr, Stan then spotted a small glimpse of sunlight leaking into the clock tower as Stan grinned slightly.

"Hmm... How about never!" Stan defiantly shouted back.

Stan then leapt off the steel beam and landed on the large purple curtain.

WHOOSH! THUD!

Feeling his hands get skin burn slightly, Stan ignored the pain as he then ripped the curtain off the hooks of the window before he landed on the wooden balcony.

RIP! HISS! BURN!

"ARGH!" Zs'Sakyr hissed in pain as the sunlight began ripping his cell structure apart with purple smoke rising off him.

Grinning confidently, Stan then rushed over to the next curtain and mocked Zs'Sakyr, "Time you saw the light freak!"

GRAB! RIP! HISS! BURN!

Pulling down the last two curtains, Stan then watched as Zs'Sakyr finally began to disintegrate into ash as he screamed out, "NOOOO! ARGHHgrr..."

Zs'Sakyr was then disintegrated into ash and debris as the decaying remains of the Ectonurite slowly drifted over the clock tower.

Sighing in relief, Stan then sat down against the stone wall before he whispered, "Woah... Thank goodness that's over."

With Zs'Sakyr now beaten, Stan looked at the recharging Omnitrix on his left arm before he murmured, "I wonder if I can still use Ghostfreak?"

Briefly recalling what Zs'Sakyr had stated earlier, Stan concluded that "Hmm... I think maybe Ghostfreak's DNA is lurking in the Omnitrix somewhere, I think I might be able to reuse him one day. But not now."

Standing up from the wall, Stan then began looking for the exit as he muttered, "I should regroup with the others."

Nearly an hour later the next morning...

It was a bright and sunny day outside Bancroft Academy as the group watched the re-arrest of the Circus Freak trio where a security van labelled Seagate Penitentiary was nearby with a medical ambulance as well.

This time, each freak had been individually secured with a different piece of restraining equipment as SWAT Soldiers guarded them.

Thumbskull was securely locked in a massive pair of body casts whilst Frightwig was securely restrained in a bright orange straight jacket with a hood that covered her hair.

As for Acid Breath?

He was not only wearing an orange straight jacket but he was wearing a gas mask that covered his mouth whilst various chains secured him to the gurney he was being wheeled on as a SWAT Soldier wore a gas mask to protect his face.

"Okay... Let's see, Frightwig. Check. Acid Breath. Check. And Thumbskull. Check." A security guard wrote off the inmate checklist before he remarked to the Circus Freak Trio, "We're sending you three to a lovely place down south in Georgia known as Seagate Penitentiary where were keeping some of the most recent dangerous inmates in this country such as Rojo, Jonah, Clancy, Hex and Charmcaster. And this time you three hopefully won't escape again. Take them away!"

The Circus Freak trio was then hauled into the police van which then drove off.

WHOOSH! SCREECH!

As the emergency services continued monitoring the scene, the tour guide who had guided the main group of four around Bancroft Academy walked past Gwen and scowled at her before she walked on.

Feeling disappointed, Gwen sighed and mumbled, "Something tells me I am so not getting into Bancroft Academy."

"I'm sorry Gwen. I know you wanted to be in this Academy but it just didn't work out I'm afraid." Stan then told her feeling guilty that she wasn't able to get a good education.

Crossing his arms, Ben then informed Gwen, "You don't need a school to prove your smart Gwen. You'd think any of these eggheads could have brought down those circus freaks?"

Gwen and Stan looked at Ben in shock before Gwen smiled and ended up hugging Ben.

"That's the nicest thing you've ever said to me! Thanks, Ben!" Gwen complemented her cousin who shrugged back as Gwen moved away from him.

"Well, that was rather amazing to see how you two have been bonding so well." Stan then informed Ben and Gwen who smiled back.

"Nice work kids. Anyway, we should probably hit the road again. We've got something big coming up in the next few days." Max then told the group.

"And what is this event?" Stan questioned Max who replied, "Gatorfest down south in Florida. Should be a lot of fun."

As the group walked back to the Rust Bucket, Stan looked down at the Omnitrix and began thinking, _"Hmm... Maybe it's time I investigated the Omnitrix myself and figure out how I can control this device using some tools from the RV. If I can get Ben to work with me, then maybe we can figure out how to make it work better together! Speaking of which, I've never thought about using tools to modify the Omnitrix..."_

With the idea lodged in his brain, Stan planned to see if he and Ben could work to improve upon the Omnitrix and maybe even change the designs for the alien device.

Little did anyone know including Stan that this seemingly harmless idea would backfire spectacularly.

At the same time on the roof of Bancroft Academy...

A familiar man wearing a white lab coat and green goggles watched on from the roof as a grinning Stan walked into the Rust Bucket.

"Hmm... How could I have forgotten about the Zs'Sakyr incident? Rather unfortunate that I did. Still, it would seem that Stan's timeline is moving along rather well."

Pausing briefly to recall his thoughts, Paradox then rambled on, "Perhaps I should investigate how this dimension is different then the others I've visited."

Paradox then activated his time-travel pocket watch and subsequently vanished from the roof of Bancroft Academy...

FLASH! THWOOSH!

 **Author's note: So, I hope you enjoyed reading this Stan 10 chapter. There are a few things I'd like to talk about for this chapter which are:**

 **First, the whole Zs'Sakyr and Ghostfreak headcanon issue. If you visit the Ben 10 wiki, Ghostfreak and Zs'Sakyr are labelled as two separate entities whilst many other fanfics I've read often use Ghostfreak and Zs'Sakyr as the same person.**

 **So I decided to try and separate them as unique individuals via what I think is canon. Now this is just my opinion on the matter, okay?**

 **So in this story, Ghostfreak is the Ectonurite DNA sample that Stan can transform into whilst Zs'Sakyr was the original DNA sample of Ghostfreak that in my headcanon broke free from the Omnitrix.**

 **Despite Zs'Sakyr breaking free from the Omnitrix, I've hinted that Ghostfreak's DNA sample still lurks within the Omnitrix.**

 **So what does this mean for the alien?**

 **Ghostfreak will still be a part of Stan's roster which I hope I've explained above.**

 **Plus, Ghostfreak is one of my favourite aliens, and I wanted to keep him a part of Stan's roster whilst also having Zs'Sakyr be a separate entity if you will.**

 **Another confusing fictional example of two separate entities is Golden Freddy and Fredbear from the FNAF series.**

 **Some people consider them the same character, but some see them as two different entities with people having many headcanon theories about them.**

 **So moving on from this, I've also finally added Rath to Stan's roster as the last alien in Season 2 and yeah, I did plan for Rath to fight Kevin 11 in Grudge Math, but I wanted to try something different and I choose Shocksquatch instead which Rath lampshades if you read his thoughts very closely.**

 **I also hope that I managed to get Rath's personality done right, feel free to PM me or leave a review if something needs changing for his dialogue.**

 **One last thing I'd want to talk about is the idea of the Omnitrix aliens possibly being sentient. Now it's been done before in other fanfics and the idea is intriguing as a writer.**

 **I did hint the concept here but it could happen shortly. Or you never know along with Stan's slowly growing power every time he uses the Omnitrix energy in that brief enhanced state.**

 **Now I would love to tell you all the truth, but it's being kept under wraps and is considered spoiler information.**

 **So please just be patient okay?**

 **I mean I am enjoying leaving the many speculative theories and breadcrumbs about this fanfic in general, it is pretty cool.**

 **Anyway thanks for reading this chapter and see you all in the new year! ;)**


	24. Chapter 24: Dr Animo and The Mutant Ray

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome to the first chapter for Stan 10 in 2019! Took a small while, but it's finally here.**

 **This chapter was one of my favourites to write because once again with the Omnitrix malfunctioning with the bizarre and wacky fusion aliens that the Omnitrix ends up spewing out.**

 **So yeah enjoy reading this chapter and be sure to** **Read, Review and Favourite.**

Italics: _Thinking._

Previously on Stan 10: The group were heading to a posh secondary school known as Bancroft Academy.

The reason they were at the establishment was they Gwen was looking to apply for education at the Academy.

Things would seem fairly normal if the Omnitrix wasn't putting everyone in danger again.

This time, the Ectonurite alien known as Ghostfreak was able to escape from the Omnitrix.

It was later revealed that an evil Ectonurite known as Zs'Sakyr was the original DNA sample for Ghostfreak and that as time went on, Zs'Sakyr managed to gain more control over Ghostfreak until he managed to break free from the Omnitrix.

Complicating matters was the fact that the Circus Freak Trio from Zombozo's former circus was also causing chaos at Bancroft Academy with Zs'Sakyr ending up hiring them.

The conflict eventually ended with Stan not only unlocking his fifteenth alien Rath but Zs'Sakyr being disintegrated into the sunlight.

As for the fate of Ghostfreak?

Stan soon discovered that he could still transform into Ghostfreak who still had his classic look with the purple eye.

With all the various incidents that have occurred with the Omnitrix malfunctioning such as Zs'Sakyr escaping and Stan being trapped as Grey Matter along with all the new aliens that Stan is unlocking along with everything else...

Stan has had enough and he is determined to properly control the Omnitrix for good.

Currently, the group are in southern Florida whilst Stan and Ben are attempting to modify the Omnitrix which have unforeseen consequences for Stan...

Chapter 24: 'Dr Animo and The Mutant Ray.'

It was a murky and thick evening in the swamps of Southern Florida as swamp wildlife thrived in the environment as the fog slowly blanketed the area with the parked Rust Bucket being the only vehicle in the area for miles.

Creak...

Opening up the Rust Bucket door, Max stepped outside and yawned slightly as he stretched his arms outwards.

"Ahh... Looks like we beat the crowd." Max happily murmured as Gwen then peered her head out the RV.

"Yeah... You sure we're in the right place Grandpa?" Gwen nervously questioned her Grandfather.

Max nodded to Gwen as he informed her, "Tomorrow, this place will be crawling with Gatorfest fans."

Max then stepped out of the RV whilst Gwen then reluctantly followed him.

SPLASH!

Gwen then accidentally stepped into a muddy puddle of swamp water as she groaned in disgust, "Urgh..."

As Gwen walked to the front of the Rust Bucket, she heard giggling.

Familiar giggling from Ben and Stan.

Wondering what both of the boys were up to, Gwen walked around the corner and was surprised by what she saw.

Near the front bumper of the RV, Ben and Stan had set up an old man on the swampy ground.

On one side of the mat, Ben was looking over some tools that had been taken from Max's toolbox including a screwdriver, a hammer, a singular pair of pliers and an adjustable spanner.

On the opposite side of the mat, Stan had dragged out his backpack and was currently holding a flashlight in his left hand whilst his right hand was carrying some duct tape.

"You got the tools I requested Ben?" Stan asked his best friend who called back, "Yeah, I've got what you need."

Unimpressed, Gwen then questioned the boys, "What are you two doing?!"

Looking up from the mat, Stan spotted Gwen before he grinned.

"Ah, Gwen! Welcome to Operation Fix it!" Stan confidently declared before he explained, "I'm taking charge of the Omnitrix and I'm going to learn everything about it."

"Stan's right. Were modifying the Omnitrix. And besides, who knows how many alien heroes are inside the thing?"

Crossing her arms, Gwen muttered to the boys, "The pair of you shouldn't mess around with the Omnitrix! It's just asking for nothing but trouble."

"Oh please... I'm very darn smart. Plus it is not exactly rocket science." Stan confidently boasted as Ben stated, "Yeah so chill out. We know what we're doing."

Stan then wrapped the duct tape around the Omnitrix on his right arm as Gwen sarcastically remarked, "That'd be a first."

"Now where did I put my tools?" Max mumbled under his breath as he walked around the corner and spotted Ben and Stan with his tools.

Somewhat concerned about Ben and Stan messing with an experimental alien device, Max then warned the boys, "Gwen's right you two. Now, Stan, I want you to promise me that you'll take it easy on the Omnitrix. I don't want something catastrophic to happen to you because you and Ben have been messing with the watch."

Still feeling cocky, Stan then said to Max, "Okay, Uncle Max. I promise I won't damage the Omnitrix that much. I just want to tweak it a bit."

"Fair enough. Now don't stay up too late. Tomorrow's a big day. Goodnight boys." Max informed Ben and Stan before he and Gwen walked back into the Rust Bucket.

Creak... THUD!

Immediately after the RV door closed, Stan called out to Ben, "Ben, screwdriver."

Ben tossed the screwdriver over to Stan who grabbed hold of it.

"What you going to do with that?" Ben asked Stan who replied, "Going to start experimenting with the faceplate. See if I can reach the remote core of the Omnitrix."

Carefully placing the flashlight in his mouth, Stan used his left hand and carefully started twisting the faceplate in numerous directions with the screwdriver.

POP! SNAP!

The screwdriver then pulled upwards as the faceplate popped off as Stan then dropped the flashlight onto the swampy ground.

WHOOSH! THUD!

Stunned, Stan's blue eyes along with Ben's green eyes widened in shock as the Omnitrix faceplate landed on the swampy marsh floor sparking with green Omni energy.

ZAP! SPARK!

"Uh, oh," Ben muttered in shock as Stan looked down at the exposed Omnitrix core in stunned silence.

By now large amounts of green energy were lashing out of the watch as the dial rose slightly and turned inwards with the iconic clock symbol now vanishing.

At the same time, Stan felt his DNA change and mutate with all the Omnitrix aliens he had at once now morphing and mutating into monstrous hybrid amalgamations of each alien creature seemingly randomized.

ZAP! SPARK! WHIRRR!

The Omnitrix core then bubbled up with green energy as a massive amount of Omni energy exploded from the watch engulfing Stan and Ben.

ZAP! SPARK! WHOOSH! KA-BOOM!

A massive shockwave of air rippled out from the alien device as the explosion scattered the tools Ben and Stan had taken out along as Ben ended up being sent into the side of the Rust Bucket.

WHOOSH! RUSTLE!

Nearby, many rooting birds and small animals ended up fleeing the area having been startled by the large explosion of green energy and sound.

WHOOSH! SLAM!

As Ben's back head slammed against the Rust Bucket, Stan's blue eyes morphed into the pale green colour with no black irises as the green Omni energy finished expanding and reverted away.

Stan's green pupilless eyes then reverted to his bright blue ones as Stan fell onto his back as Omni energy continued leaking out of the watch.

WHOOSH! THUD!

Inside the Rust Bucket, Gwen and Max felt the explosion and Ben slamming his back head onto the RV as Max shouted to Gwen, "Come on!"

SLAM!

Opening up the side door on the RV, Gwen and Max spotted the aftermath of the explosion with the tools and the mat ripped apart with Stan lying on his back with the ripped off Omnitrix faceplate lying on the scorched ground nearby.

"Urgh... We are so going to get busted!" Ben mumbled under his breath as he quickly grabbed the faceplate and hid it behind his aching back.

"Ben, Stan? What happened out there?!" Max demanded to the two boys as Stan then reawoke whilst Gwen finished with, "What was that?!"

Ben immediately acted innocent as a dazed Stan slowly recovered and got up from the ground.

"What was what?" Ben faked being confused as Max retorted back, "You know what I'm talking about Benjamin."

"It was uh lighting..." Stan lied to Max yawning slightly.

"Bullcrap. There's not a cloud in the sky." Gwen angrily remarked back to the boys.

"Uh, the lighting got rid of them?" Ben suggested to Gwen.

"They're hiding something, Grandpa." An annoyed Gwen informed Max who nodded back.

"Look... Aren't you being paranoid Gwen? After all, We're okay." Stan then quietly asked Max.

Frustrated, Max then ordered the kids, "Okay. That's enough. Ben, Stan. Clear up my tools and then it's bedtime for everyone. Now move."

Max and Gwen then walked back into the Rust Bucket as Ben and Stan looked at each other.

"Uh, Ben... What happened?" Stan whispered into Ben's ear as he peeled the burnt duct tape of the damaged Omnitrix.

Ben showed Stan the ripped off faceplate from the Omnitrix as Stan's blue eyes widened in shock as his fear took over.

"You managed to peel off the faceplate." A worried Ben whispered back to Stan.

Now in full panic mode, Stan grabbed hold of his black hair and frantically paced around in fear as he muttered, "This can't be happening! I'm in a bad and horrific nightmare!"

"Don't worry Stan. Chill out, we'll find a way to fix this mess. We always do." Ben calmly reminded Stan as he grabbed hold of Stan's shoulders and shook him.

Reluctantly calming down, Stan then said to Ben, "Let's just get the tools back and get inside the RV. We'll figure out this tomorrow."

Ben and Stan then began clearing the tools as Stan grabbed his backpack near the scorched ground where the faceplate.

Unbeknownst to him, the scorched ground then glowed green with Omni energy.

ZAP! SPARK! Rumble...

The dirt ground then opened up as a series of worms with Lepidopteran eyestalks and green skin emerged from the dirt ground...

Several hours later the next morning...

Creak...

The Rust Bucket side door slowly creaked open as Stan and Ben exited the RV.

"Are you sure this will work?" Stan asked Ben who was chewing on some bubble gum in his mouth.

Ben then took out the bubble gun from his mouth and suggested to Stan, "Yeah it should work. Bubblegum is very sticky."

Stan then took out the Omnitrix faceplate from his trouser pocket and remarked back, "Well, here goes another stupid idea."

Ben then wrapped the bubble gum into a string that could be attached to the Omnitrix as Stan held out his left hand with Ben applying the bubble gum onto the watch.

SPLAT! SPLOT!

 _"Still, duct tape would have been simpler... But it would have been more visible."_ Stan briefly mused in his head as he then placed the faceplate on the Omnitrix core.

SPLAT! BEEP!

The core was still stuck at the halfway point as the pink gum was only slightly visible.

Relieved, Stan happily muttered, "There, good as new."

"What's good as new?" A confused Gwen asked the boys.

"ARGH!" Both boys jumped back in shock before they calmed down with Ben sarcastically muttering to Gwen, "I wish I could say your face, but it's the same old one."

"I think the Florida heat has fried your brain," Gwen snarkily remarked to Ben before she walked off.

"Let's just keep quiet about the Omnitrix malfunction," Stan advised Ben who nodded back.

The boys then followed Gwen around the side of the Rust Bucket where they spotted something amazing.

"Whoa..." All of the kids muttered at the same time.

Gatorfest had arrived!

In the empty spot near the Rust Bucket, dozens of stands had been set up celebrating the alligator animal that was not only native to Florida but several other countries as well.

Some of the amenities that had been set up included a gator juice stall which sold drinks, a gator toy shop which sold alligator toys.

If that wasn't enough several tourists were also donning gator fest themed hats and other amenities.

Walking out of the Rust Bucket, a grinning Max then boasted to the kids, "Ah... Told Ya! Let the gator fest begin!"

The kids then followed Max into the hear of the festival where unbeknownst to the four of them, a familiar face was watching them.

It was Dr Animo's mutated frog that he had unleashed upon Washington D.C. at the start of the summer vacation.

For Stan, that event was a lifetime ago for him.

"Patience my pet... Soon my revenge upon the group who ruined my plans in D.C. shall come." Animo's voice whispered to his pet.

The giant bullfrog then smirked and slowly vanished back into the water.

SPLASH!

As the group walked around and observed the many stalls that had been set up, Stan couldn't help but smile slightly and think to himself, _"Sometimes I wonder if I'm the only Omnitrix wielder out there, It'd be nice to meet someone who has an Omnitrix from any generation. But the odds of happening that are a million to one."_

As the group walked into the entrance of the gator fest festivities, two fishermen were preparing to fish in the swamp.

"Hey, Larry!" A fellow fisherman who was searching for worms in the ground called out to his partner, "Check out these weird worms I found."

Confused, Larry looked at the worms in his friend's hand and noticed that they had mutated into Lepidopterran/Worm Hybrids.

"Woah... Now that is just dang freaky. They look like those alien heroes you'd be seeing on the TV these days." Larry muttered back to his fellow fisherman.

No longer thinking, Stan shook his head quickly and walked with the group to a large crowd that was gathered near the edge of the swamp.

Remembering his manners, Stan carefully moved through the crowd saying things like, "Excuse me. "Sorry." Before he made it near the front of the crowd.

On the edge of the beach was three alligator eggs that were waiting to hatch.

"You know, I think you kids are going to enjoy this. It is a rare event." Max happily stated to the kids.

"Agreed. Seeing nature thrive like this makes me enjoy and appreciate life on Earth." Stan then dropped his opinion on the matter.

Feeling cocky, Gwen then mocked Ben by saying, "You mean like Ben changing his underwear?"

"Not funny Gwen! Knock it off!" Ben angrily fired back as Stan rolled his eyes in annoyance.

Crack!

The alligator eggs then hatched as three young and adorable baby alligators climbed out of the eggs.

"Aw..." Most of the crowd murmured at the same time as the alligators then swam into the swamp and vanished in the murky waters of the Floridan swamp.

Splosh!

"Aw... They are kinda cute." Gwen then confessed as the crowd then began cheering and clapping loudly.

Splash!

The baby alligators then retreated from the water and crawled back onto the swamp hiding in some nearby grass reeds.

Immediately, the crowd stopped clapping and cheering as silence gripped the area.

"What are they running from? They're alligators." A confused Ben asked the others.

Puzzled, Max placed his right hand over his chin before he remarked, "That's very odd. What do you'd think could make them do that?

RIBBIT!

Hearing the familiar sound of Dr Animo's frog ribbit loudly, Gwen then shouted out, "I'll give you one guess... And it goes ribbit!"

"You're right! That's the giant frog from Washington D.C.! Now, who did it belong to?!" Stan then pointed out as said frog emerged from the swamp water.

SPLASH! WHOOSH! THUMP!

"Flee for your lives!" Someone yelled from within the crowd as the medium-sized crowd quickly spilt in half as everyone ran away.

The group of four glared at the giant frog which landed on the ground and stared at the group.

"No, Wait! I remember that croaker! That's Dr Animo's frog!" Ben then yelled in fear and shock.

"What is it with all these supervillains managing to break out of jail and finding us?! Are they not secure enough?!" An annoyed Stan complained loudly.

Before Max could reply, the giant bullfrog then spat out its large tongue towards the group.

WHOOSH! SPLAT!

Stan ended up being knocked sidewards as Max grabbed hold of Ben and Gwen's arms managing to drag them to safety.

Landing on the ground, Stan quickly got on his knees before he sarcastically muttered, "Well this is so not my of leapfrog with a giant mutant causing havoc."

Unknown to Stan, however, the faceplate then slid off the Omnitrix as the chewing gum finally failed.

SPLAT! THUNK!

Too distracted, with his eyesight focusing on the carnage in the Gatorfest, Stan then ended up coming face to face with Dr Animo.

He essentially looked the same from when Stan had encountered him in Washington D.C. with his wrinkled pale skin creeping Stan out.

The only major modification was that he no longer had the helmet for his Transmodulator device which he had redesigned with him wearing new bright red goggles.

Now the Transmodulator device connected to Animo's chest via the red faceplate with most of the device covered by handmade industrial plating where his shirt used to be.

His regular clothing consisted off black trousers and a pair of black industrial boots to protect his feet.

The biggest change was that both of Animo's hands were now covered by industrial-grade steel gauntlets that were the size of a gorilla which allowed him to be more agile and quicker.

"Dr Animo... So we meet again." Stan darkly mumbled under his breath before he questioned Animo, "How did you..."

"Find you? It wasn't difficult to track your alien exploits all over the country and find out your personal life when you insist on helping people all the time you autistic brat!" Dr Animo madly ranted to Stan.

"Shut up! I'm not autistic! I'm unique!" Stan defended himself, fed up of other people mocking his condition which made him act differently than other people.

"I don't care! You thought you were such a big shot after stopping my mutated creations back in Washington D.C.! Because of that, you ended destroying the Verities Award which was mine to collect!" Dr Animo continued angrily raging to Stan.

Still not impressed, Stan angrily explained back, "That's not my problem! You should have used your scientific knowledge for a better purpose! Not mad science! Maybe then you would have won that award!"

"Enough! You may have beaten me before, but that was merely the beginning! I will not be denied my place in Human history! Destroy him!" Dr Animo then finished his rant before he shouted out an order to his bullfrog pet.

WHOOSH! THUMP!

The giant bullfrog landed nearby and fired its swampy tongue at Stan who quickly jumped sidewards and skidded on the dirt ground with his trousers getting dirty.

SPLAT! WHAM!

"Urgh... Messy... Messy..." An annoyed Stan complained before he regained his focus and tried to get the Omnitrix to work.

BEEP... BEEP...

Running past Stan, Max then yelled to Animo, "You're going back where you belong Animo!"

"Never!" Dr Animo bluntly shouted back as he aimed his left gauntlet at Max which had a hole in.

Oh. I forgot to mention.

Another modification Animo had made to his gauntlets was that they could now generate a powerful and deadly energy beam from them.

BZZTT... WHOOSH! BLAM!

Max narrowly dodged the energy beam as Animo couldn't help but smirk slightly feeling pleased with his remodified Transmodulator creation.

"Okay, Dr Freakazoid! This experiment is over!" Stan bravely declared as he pressed the green Omnitrix button.

BEEP! ZAP! SPARK!

The shattered green core beeped slightly as green sparks of Omni energy lashed off the watch.

Not knowing who he would transform into, Stan closed his blue eyes and gently tapped down the core of the Omnitrix.

FLASH!

Engulfed in bright green light, Stan felt his DNA changing into not just one alien.

But two at the same time as the DNA templates merged and combined.

A new and bizarre Hybrid alien had been born as the green light of Omni energy faded away.

FLASH!

Moving their arms away from their eyes, the Tennyson trio saw the new hybrid alien emerged from the green light.

"Stan? You're..." Max began as Gwen stated, "Stink..." With Ben finishing "And Squatch?!"

The new alien was a fusion of Stinkfly and Shocksquatch who was dubbed Stink Squatch.

Firstly, the fusion mainly had the height, yellow and black fur that Shocksquatch possessed with the remaining features belonging to Stinkfly.

Where Shocksquath's eyes were, they had been replaced by Stinkfly's four buggy eye stalks with his feet being Shocksquatch's three-toed feet.

The only remaining feature of Shocksquatch was the two electrical arms he had with the black and grey bolts being present on his arms and not his face.

The other features for Stinkfly included the sharp and pointy tail Stinkfly had with two large bug wings pointing out at the back.

The fusion alien also wore an outfit that consisted off Stinkfly's jumpsuit with Shocksquatch's white belt being present in the centre of the jumpsuit.

Finally, the Omnitrix symbol was in the centre of the alien's forehead like Stinkfly.

Looking over his fused body in disbelief, the hybrid alien remarked with Stinkfly's voice with a presence of Shocksquatch's voice, "Stinkfly and Shocksquatch's bodies combined?! Eh... Now I know how Kevin 11 feels!"

With his new name now known, the fused alien known as Stink Squatch stepped forward slightly.

Shocked, Dr Animo muttered in awe, "Now this was unexpected... It would seem that the boy has combined both of his alien DNA sources somehow. How extraordinary!"

Animo's bullfrog then spat out its giant tongue and aimed it towards Stink Squatch.

SPLAT! THUD!

Stink Squatch ended up jumping over the bullfrog with his enhanced strength as he landed behind the mutated animal.

WHOOSH! WHAM!

Landing on the swampy ground nearby, Stink Squatch didn't notice the damaged Omnitrix faceplate before he rambled, "Is this another feature of the Omnitrix eh? Combining alien DNA into one entity? Why would someone even make that function, to begin with?!"

Feeling slightly positive, Stink Squatch then deducted, "Hmm... Now I can fly and use electrical powers at the same time! What a fantastic idea!"

Glaring upwards, Stink Squatch then spotted the giant bullfrog leap on him.

WHOOSH! THUMP! GRAB!

Grabbing hold of the bullfrog with his enhanced strength, Stink Squatch was then able to lift the bullfrog up in the air slightly before he felt his muscles starting to fail.

"Ah, nuts! I'm not as strong as I normally am! Good thing I have energy powers eh." Stink Squatch realized before he reassured himself.

ZAP! SPARK! WHOOSH!

Thinking about generating electrical currents, Stink Squatch's hands briefly lit up and sparked the bullfrog with electrical energy.

ZAP! SPARK! WHIRRR!

The bullfrog ended up yelping in pain and then collapsed onto Stink Squatch as the hybrid alien deactivated his electrical energy powers.

WHOOSH! THUD!

Getting up from the ground, Stink Squatch then realized, "Oh great. Not only do my electrical powers suck, but I can't use my Stinkfly goop. This is bad!"

Using his wings, Stink Squatch then briefly flew off the ground but not too high due to his large weight dragging him down.

ZIP! FLAP!

"Eh... Yet another blasted problem! Urgh, I've got to fix the watch." Stink Squatch muttered just as the giant bullfrog tackled him.

WHOOSH! SLAM! THUD! SPLASH!

The two combatants ended up tumbling into the Floridian marsh waters where several hungry alligators were looking for a fresh meal.

Quickly acting, the bullfrog leapt into the air whilst Stink Squatch flew his wings above the marsh water and managed to reach the beach again.

WHOOSH! ZIP! FLAP! THUD! CRACK!

Stink Squatch's Gimlinopitchecus foot slammed down past the sparking Omnitrix faceplate as a small hermit crab crawled over to it.

Landing near the burger shack store, Stink Squatch stared at the giant alligator robot before he grinned darkly.

"One home run coming up Eh!" A grinning Stink Squatch stated as he grabbed hold of the robotic alligator and ripped it off from the stands.

WHOOSH! SPARK! CRACK!

The giant bullfrog then leapt towards Stink Squatch who then slammed the robotic alligator sidewards sending it flying.

WHOOSH! SLAM! THUMP!

"Perfect homerun!" Stink Squatch confidently declared as the hybrid alien placed the robotic alligator on the floor near the burger shack.

As the bullfrog slammed onto the dirt ground near Dr Animo, the mad geneticist was sent flying as he skidded on his back on the marsh floor.

WHOOSH! SKID! THUD!

Quickly recovering, Dr Animo then spotted the hermit crab on the Omnitrix faceplate mutate as it grew Lepidopterran eyestalks and wings.

Intrigued, Dr Animo leaned down and grabbed hold of the sparking Omnitrix faceplate and observed the hybrid crab as it crawled on his right arm.

"Well, well. What do we have here? Seems like I just found the key to creating new mutations..." Dr Animo muttered in excitement as he stared at the crab and Stink Squatch.

WHOOSH! THUMP!

Dr Animo's bullfrog then landed on the ground nearby as the mad geneticist climbed up on his creation and ordered his frog, "Let's go! I have what I need."

The giant bullfrog then jumped off further into the swamps leaving the abandoned Gatorfest behind.

WHOOSH! THUMP! WHOOSH! THUMP! SPLASH!

Unimpressed, Stink Squatch tried to chase after the bullfrog only for the Omnitrix symbol on his forehead to start flashing red.

BEEP! BEEP! BEEP! FLASH!

A bright red flash of light engulfed Stink Squatch as he transformed back into Stan.

Moments later, Stan landed on the dirt floor face first.

WHOOSH! THUD!

Quickly recovering, Stan spat out the dirt from his mouth before he shouted out to Dr Animo, "That's right! You'd better run! We'll find you!"

The Tennyson trio then ran over to Stan as Ben pretend to act innocent.

"So, Stan. Why did you turn into some freaky alien combo platter?" Gwen questioned him.

No longer wanting to hide the truth, Stan showcased the damaged Omnitrix as the core glowed green.

ZAP! SPARK!

Everyone looked at Stan with different expressions.

Gwen was stunned, Ben was nervous and Max was very disappointed.

"What did you do to the Omnitrix?!" Gwen demanded Stan.

"I accidentally broke the faceplate with Max's screwdriver." Stan coldly replied.

Placing his hands over his head, Max sighed and muttered to Stan, "I'm very disappointed in you Stanley. You promised me you wouldn't tamper with the Omnitrix and you broke that promise."

"I'm so sorry, Max. I was acting so high and stupid back then." Stan sadly murmured before he confidently stated, "But we can still fix the mess I've made."

"Stan's right, it's no biggie that the Omnitrix broke, the faceplate should be around here somewhere," Ben spoke as he began searching for the faceplate.

"Ben. I've got some bad news." Stan then realized as Ben asked him, "What?"

"Animo took the faceplate." An annoyed Stan told the others before he sighed and stared at the muddy ground thinking, _"I wonder if anyone else goes through what I do..."_

Later that evening at an abandoned observatory in the middle of the Floridan swamps...

It was a dark and murky night as Dr Animo's had retreated to his new base of operations.

An old and decaying observatory in the middle of the Floridan swamps which had cracks in the roof and was flooded at the bottom.

It was the perfect lair for a supervillain that specialized for his current scheme.

Currently, Dr Animo was walking on a gigantic telescope which he had modified into a massive genetic manipulation ray.

Moving closer to a hatch in the telescope, Dr Animo studied the Omnitrix faceplate as he rambled on, "Fascinating... DNA based yet with a power source, unlike anything I've ever imagined!"

Dr Animo then placed the Omnitrix faceplate into the chamber as the hatch then sealed up.

WHIRRR... THUNK!

The Omnitrix faceplate glowed a bright green colour as a smirking Dr Animo then heard the sound of a large bat.

Looking upwards, Dr Animo spotted a large brown bat hanging from the ceiling of the flooded observatory.

"Eptesicus Fuscus. What a perfect guinea pig!" Dr Animo gleefully stated as he sat down on a large metallic seat and connected his gauntlets into the machine.

BEEP! WHIRRR...

"You shall be the first in a new world order! Courtesy of Stan Hopkins and Doctor Animo!" The mad geneticist happily shouted as the telescope slowly rose up.

With the telescope now facing at the bat, the Omnitrix faceplate then glowed green as a gigantic green beam of Omni energy was launched towards the bat.

BZZTTT! WHIRRR... SPARK! WHOOSH! ZAP!

The green beam of energy blasted the bat as its DNA began to mutate and change.

Dr Animo couldn't help but laugh evilly as he spread out his arms and confidently declared, "YES! GIVE MY CREATION LIFE! AHAHAHAHAHAHA!"

The green Omni energy then leaked out of the dome and was visible for miles around as the local wildlife in the area ended up running away from the bright light.

At the same time several miles away from Animo's villainous lair...

WHOOSH! SPLASH!

A speedboat slowly made it's a way through the murky waters of the Floridan swamp as Max piloted the boat using the large engine connected at the back with the lever.

On the boat itself, Stan was at the front peering over the horizon for Dr Animo's base with Ben and Gwen situated on either side as the kids wore lifejackets as well.

Feeling annoyed and wanting to keep warm, Gwen then bluntly stated, "Urgh... We've been at this for hours!"

"We have to keep looking. If the good doctor can figure out how to tap into the Omnitrix's alien DNA, who knows what could happen?" Max reminded the kids about the threat Dr Animo could be.

Feeling somewhat guilty, Stan tried to brush the thought aside when he saw Gwen briefly glancing at him and Ben.

"I saw that," Ben complained in annoyance before he muttered, "Go ahead and say it. You know you want to."

"Say what?" Gwen questioned the boys as Stan then remarked, "You know the whole I told you so speech about messing around with the Omnitrix and how you were right."

Stan then lost his temper.

"And if I'd listen to you then when we wouldn't be in the trouble we are in right now!" Stan angrily raged before he went silent again.

Crossing her arms, Gwen then stated to Stan, "I didn't say a word."

"Yeah, but you're thinking about it! Admit it! There's no way I'm waiting, so just say it now and get it over with!" Ben ranted back to Gwen in annoyance.

"I don't know what you're talking about Benjamin and Stanley." Gwen sarcastically replied.

Unimpressed, Ben then turned to Max and pleaded to him, "Grandpa! Gwen won't say I told you so!"

"RARGH!" Something loudly echoed throughout the Floridian swamp.

Everyone looked around in shock as a worried Max muttered, "I don't like the sound of that..."

WHOOSH! FLAP!

Looking upwards, the group then spotted a large bat creature fly through the sky.

It was a big brown bat that had been bonded with Heatblast's Pyronite DNA.

The so-called Heatbat was now twice the size of what it had been before with its brown skin now made of molten rocks with its wings ignited with the head also like a large candle similar to Heatblast.

The Heatbat then roared as it fired a heat beam from its mouth which splashed onto the water.

WHOOSH! SPLASH! BLAM!

"Whoa! It's Heatblast gone batty!" Ben shouted in shock and fear as Gwen remained silent.

"It's some kind of Heatbat!" Stan realized as he yelled out his theory.

"Hold on!" Max then shouted to the kids as the airboat began dodging the fire beams from Heatbat.

WHOOSH! SPLASH! BOOM! WHOOSH! SPLOSH! BLAM!

"Gee, You think Animo figured out how to use that piece of the Omnitrix," Gwen questioned the boys.

"That is I told you so!" Ben complained back in response.

Unimpressed, Stan then shouted out, "We're under attack! Now is not the time for arguing you two!"

WHOOSH! SPLASH! BLAM! WHOOSH! SPLOSH! BOOM!

The airboat continued to dodge and avoid the heat beams as Stan glanced at the sparking Omnitrix and shouted out to the others, "I'm going to take out Heatbat!"

"Stan, I don't think going hero is a good idea. You don't know what you'll turn into." Max calmly advised Stan.

Looking back at Max and the Omnitrix, Stan then prepared to talk back when Max shouted out, "Everybody duck!"

Quickly ducking his head down with everyone else, a heatbeam splashed near the front of the airboat.

WHOOSH! SPLASH! BLAM!

Water briefly landed on the airboat as Stan then declared, "If I don't try, we're going to get barbecued, Cajun Style!"

The airboat then rumbled around a corner as Stan activated the Omnitrix.

BEEP! ZAP! SPARK!

Green sparks of electricity sparked off the Omnitrix as Stan then remarked, "Please be something good." Before he then tapped down the sparkling core and transformed.

FLASH!

A bright green flash of light then engulfed Stan as he transformed into another hybrid alien.

Once the green light faded, the Tennyson trio then spotted the new hybrid alien.

The new alien was a fusion of Grey Matter and Diamond Head who was dubbed Diamond Matter.

At first glance, Diamond Matter was slightly bigger than Grey Matter by a few inches with the alien having Grey Matter's body with Diamondhead's crystal skin as well.

Diamond Matter also had Grey Matter's green frog-like eyes and mouth with his back having two crystal spikes along with his head being covered too.

Diamond Matter also wore a bodysuit that like Diamondhead's bodysuit was brown on the right side and white on the left side with brown cuffs on the left side and white cuffs on the right side as well.

The Omnitrix symbol was in the centre of Diamond Matter's chest.

Looking over his small body, Diamond Matter complained in a thicker version of Grey Matter's voice with Diamondhead's crystal effect appearing briefly, "Oh man... Diamondhead and Grey Matter?! I'm a razor-sharp hood ornament!"

WHOOSH! GRAB!

Heatbat then flew in and grabbed hold of Diamond Matter with its large clawed feet.

WHOOSH! GRAB!

"Why me?!" Diamond Matter yelled in shock as the mutated Pyronite bat then hissed loudly, "RARGH!"

Generating heat energy from its feet, Heatbat then dropped Diamond Matter into the swampy marsh waters.

ZAP! BLAM! WHOOSH! SPLASH!

Quickly resurfacing in the water, Diamond Matter coughed and spluttered out water as Max then called out to the hybrid, "Stan! Look out!"

"Huh?" Diamond Matter mumbled just as he saw an alligator swallow him whole.

CRUNCH! SPLOSH!

The alligator dived down into the water as Diamond Matter glared and muttered, "I'm not being alligator food today!"

Morphing his hands together, Diamond Matter then created a merged sword and sliced the skin of the alligator.

SLICE! SPLAT! SPLASH!

The alligator ended up resurfacing and coughing out Diamond Matter who ended up flying through the air.

"GAH!" Diamond Matter yelled in shock as the Petrosapien/Galvan Hybrid slammed into a nearby tree.

WHOOSH! THUD!

Feeling slightly dazed, Diamond Matter shook his head before he spotted the airboat on the swampy water as everyone called out, "Stan!"

"I know! I'm coming!" Diamond Matter yelled back before he muttered, "Could things get any worse?"

"RARGH!" Heatbat screeched in response as Diamond Matter glanced upwards.

"I just had to say that... Of course things g..." Diamond Matter rambled before he was interrupted.

WHOOSH! SLAM!

Heatbat slammed into the branch as Diamond Matter ended up tumbling onto the airboat just as Ben managed to grab him.

WHOOSH! GRAB!

"I've got you!" Ben carefully informed a dizzy Diamond Matter who groaned back, "No problem..."

"HISS!" Heatbat screeched out as he hungrily swooped after the group as Ben placed Diamond Matter back on the boat.

Taking no chances, Max yelled to the others once again, "Hold on!"

Max then turned the airboat sidewards as a massive wave of soaked Heatbat.

WHOOSH! SPLASH! HISS! SOAK!

"RARGH!" Heatbat screeched in pain as water leaked off its molten skin.

Feeling injured beyond anything felt before, Heatbat flew off back into the air to Dr Animo's lair.

Knowing that Heatbat would lead the group to Dr Animo, Diamond Matter then smartly suggested to the group, "It's probably headed back to Animo... Follow that mutant bat!"

"I can't! There's a roadblock up ahead!" Max warned Diamond Matter.

Looking forward, Diamond Matter spotted a series of destroyed tree roots and branches that were floating in the water, hazards that would certainly cripple the airboat.

"Not to worry! I'll clear the path!" Diamond Matter reassured Max as he quickly morphed his hands together forming Diamond spikes.

With his hands now morphed, Diamond Matter's spikes sliced the trees and wooden branches in half.

WHOOSH! SLICE! THUD! CRASH! SPLOSH!

"I wish Diamond Matter was more of a tough guy!" The Petrosapien/Galvan Hybrid complained as the trees were sliced in half.

BEEP! BEEP! BEEP!

The now-familiar sound of the Omnitrix beeping occurred as Diamond Matter was then engulfed in a flash of bright red light.

FLASH!

Stan then emerged from the bright red light feeling slightly woozy as he stretched out his arms together.

Moving his arms back, Stan then heard Ben shout, "Grandpa! Hard Left!"

Directly ahead of the airboat was a large tree that was very big.

Quickly acting, Max once again swerved the airboat sidewards as everyone gripped onto the boat tightly.

WHOOSH! SPLASH!

Narrowly missing the tree, the group then noticed that Heatbat had vanished.

"Where'd that thing go?" Stan questioned the others.

Looking up, Gwen then spotted Heatbat flying towards Animo's abandoned observatory as she shouted out, "Over there!"

Driving the airboat to the decaying structure, Max muttered out loudly, "Looks like an old observatory."

"What's an observatory doing in the middle of a swamp?" Ben asked Max back.

"Without the lights from a city, the stars are brighter and can be seen more clearly." Gwen informed Ben as Stan then stated, "Like the Mauna Kea Observatories in Hawaii for example."

Rolling his eyes, Ben then remarked back to Gwen and Stan, "Oh thank you Mr and Miss know-it-all seeing as how you two know anything together."

Gwen and Stan briefly felt their cheeks flare red at the same time before Stan then replied to Ben, "Uh... Never mind Ben."

Wanting to change the subject, Gwen then remarked to Stan, "This is the most fun I've had all summer."

Stan noticed that Gwen was being sarcastic as Max then piloted the airboat into the decaying observatory.

Inside the observatory, Stan noticed that the floor was flooded with dead tree roots popping up from the swampy water as the metal in the building groaned slightly.

Looking up, everyone on the airboat spotted Dr Animo's modified telescope which had been converted into a giant ray.

Studying the telescope, Max then deduced, "Animo has been busy."

Then the giant bullfrog that Animo owed attacked the group by leaping out of the water.

WHOOSH! SPLASH! WHAM!

The airboat was destroyed as the group ended up being flung onto the wooden railing that was above the water level with Max being separated from the kids.

Groaning, Stan slowly opened his blue eyes and spotted Dr Animo on his modified ray which used to be a telescope.

"You really should have knocked. It is impolite to sneak up on someone like this." Dr Animo mocked the group who discarded the lifejackets they were wearing.

Standing up from the ground, Stan then glared at Dr Animo and shouted out, "You've got something that belongs to me Animo! And I want the Omnitrix faceplate back!"

Smirking darkly, Dr Animo then explained to Stan, "Ah... Yes! An interesting piece of technology this faceplate you used. Its potential power is virtually unlimited! I will put it's alien DNA to good use."

"What do you mean good use?" Max questioned the insane geneticist.

"With this telescope, I'll be able to bounce my Transmodulator's signal off a satellite and blanket the planet with its power creating a new, more interesting world order!" Dr Animo revealed to Max before he chuckled slightly.

Now knowing that Dr Animo's new plan was, even more, worse than his previous plan before, Stan then bravely and calmly shouted to Dr Animo without losing his temper, "Okay, the science project is over you psychopath."

"A psychopath am I with a crazy experiment?" Well then, Stanley Hopkins, you should be privileged to be the first Human test subject!" Dr Animo happily embraced his new title as he activated his genetic ray device.

BEEP! WHIRRR...

Placing his gauntlets in the machine, Animo then laughed madly, "MUAHAHAHAHA!" Before he then fired a beam of green Omni energy directly into Stan's path.

Glaring at the energy beam, Max then ran over to Stan and pushed him right out of the way just before the beam hit him as he called out, "Stan!"

BZZTTT! WHIRRR... SPARK! WHOOSH! ZAP! THUD!

As the green light faded, the kids discovered that Max had been mutated into a hybrid creature that was a horrific combination of Human and Lepidopterran DNA.

He looked like something from a horror movie.

Max's body was now a giant green maggot with Max's eyes now replaced by Stinkfly's eyestalks with his white greying hair being present on its head.

"Urgh..." The mutated alien groaned as green slime leaked out of its mouth.

Devastated at what had happened to Max, Stan kneeled on the wooden floor near Max before he brokenly muttered, "Uncle Max... I'm so sorry..."

Equally saddened at Max's demise, Ben sadly murmured, "This wouldn't have happened if we'd just listened to you about not messing with the Omnitrix..."

"Forget about that, the pair of you. Right now we need a plan to beat Animo again." Gwen then boldly reminded the two boys.

Remembering the promise he had made at the start of the summer, Stan then clenched his fist and slowly stepped up from the wooden ground.

Grinning, Dr Animo then mocked the kids by muttering to himself, "A successful test indeed. But as a scientist, I must be sure."

Not replying, Stan began twisting and turning the Omnitrix core as Gwen asked Stan in disbelief, "You're going alien again?"

"If I don't, Max will be stuck like that forever," Stan replied as Animo began powering up his ray machine again.

BZZTTT! WHIRRR... SPARK! WHOOSH! ZAP!

A beam of energy narrowly missed Stan as he dodged it and ended up being confronted by Dr Animo's mutant bullfrog as Heatbat trapped Stan behind him.

WHOOSH! THUMP!

"RIBBIT!" "HISS!" Both mutated animals growled at the young Omnitrix wielder who slammed down the Omnitrix core in response.

BEEP! FLASH!

A bright green light obscured Stan as he transformed into his third hybrid alien which subsequently faded.

This time, the new hybrid alien was a combination of Heatblast and Ripjaws referred to as Heat Jaws.

Heat Jaws had Ripjaws's torso, head, glowing tail antenna and loincloth whilst the rest of the features belonged to Heatblast.

Heatblast's features were that both of his arms and legs with his flaming head having replaced Ripjaw's back dorsal fin.

Looking over his body, Heat Jaws rasped in Heatblast's voice, "Heatblast and Ripjaws?! Urgh... Fusion aliens suck."

"Well... Well... What do we have here? A walking fish-fry?" Dr Animo mocked the Pyronite/Piscciss Volann Hybrid.

Unimpressed, Heat Jaws ignited his Pyronite aura and aimed his burning hands at Dr Animo.

THWOOSH!

"Turn Uncle Max back to normal or so help me..." Heat Jaws threatened Dr Animo just as his Pyrnoite aura vanished.

WHOOSH! ZAP!

Speechless, Heat Jaws looked at his fiery hands before he realized, "Oh no! My flames are too weak!"

"Ah... Looks like you're the one who's going to need help." Dr Animo then taunted Heat Jaws before he reactivated the mutant ray device again.

BZZT! WHIRRR... SPARK! WHOOSH! ZAP!

A blast of green energy then blasted Heat Jaws as Ben and Gwen shouted out together, "No! Stan!"

"AHAHAHAHA! At last! Hopkins is..." Dr Animo laughed loudly as he removed his glasses and spotted that Heat Jaws was the same.

The mutant ray didn't change Stan because he had already transformed into an alien creature.

Grinning slightly, Heat Jaws then shouted at Dr Animo, "Hah! I'm already changed!"

"Hmm... Your altered state must have made you immune to the effects of my ray." Dr Animo spoke back before he sadly muttered, "Pity. Instead of giving you a new life, I'll have to settle for ending your one!"

Spreading out his arms and grinning madly, Dr Animo then ordered his mutated animals, "Finish him, my pets!"

Immediately, Animo's bullfrog spat out its tongue and slammed Heat Jaws into the fiery clutches of Heatbat who then grabbed hold of the alien hybrid.

SPLAT! THUD! GRAB! WHOOSH!

Heat Jaws attempted to reignite his half Pyronite aura as Heatbat then slammed the hybrid into the wooden wall of the observatory.

WHOOSH! SLAM!

Peeling off the wall, Heat Jaws landed on the ground groaning in pain as dust surrounded him.

"YES! My creations are brilliant!" Dr Animo quoted loudly before he burst out laughing.

Unimpressed, Heat Jaws got up from the ground and muttered darkly, "Alright... Time to burn this bat into ash."

Turning around, Heat Jaws unleashed a large fire beam from his hands that roasted Heatbat.

WHOOSH! BLAM!

Panting Heat Jaws stopped firing his fire beam only for a grinning Heatbat to fire his heatbeam back.

Because Heatbat was made of fire, Heat Jaw's attack had failed.

WHOOSH! BLAM! THUNK!

Feeling idiotic, Heat Jaws reminded himself, _"Use your head! And don't be an imbecile!"_

THUD!

Heatbat then landed on the ground and began chasing after Heat Jaws who spotted a wooden plank connected to the ground.

Briefly glancing at the water, Heat Jaws then grabbed hold of the wooden plank and peeled it off the floor with his strength.

Creak... SNAP!

Grabbing hold of the board, Heat Jaws then began smacking Heatbat numerous times with the weapon.

SMACK! CRACK! BONK! WHAM!

"Go and dry off!" Heat Jaws taunted the Pyronite bat before he smacked Heatbat into the water.

KICK! WHOOSH! SPLOSH!

With Heatbat now soaking in the water, Heat Jaws turned around and was greeted with the Bullfrog's gigantic tongue.

WHOOSH! SPLAT!

The bullfrog then slammed Heat Jaws across the observatory damaging the decaying structure even more as dust and debris clattered around.

WHOOSH! SLAM! CRACK! THUMP! Rumble...

"Urgh... My spleen..." Heat Jaws complained as the bullfrog continued swinging him around.

Determined to escape, Heat Jaws then placed his hands on the frog's tongue and roasted it.

WHOOSH! BLAM! HISS! SPLAT!

The bullfrog retracted its giant tongue as Heat Jaws then slammed onto the ground face first.

WHAM!

Shaking his head briefly, Heat Jaws then felt his gills struggling to breathe.

Realizing what was happening, Heat Jaws then wheezed out, "Urgh... Need water..."

Struggling to breathe, Heat Jaws then fell unconscious as his gills continued wheezing, needing water to survive.

At the same time...

"Go!" Ben called out to Gwen as the cousins ran across the wooden balcony together.

Grinning madly, Dr Animo aimed the ray at Ben and Gwen as he cockily stated, "Welcome to my world..."

BZZT! WHIRRR... SPARK! WHOOSH! ZAP!

The green beam of energy narrowly missed the two kids as Gwen somersaulted forward whilst Ben slid on his back with both kids managing to recover quickly.

Unimpressed, Dr Animo then spotted Heatbat climb out of the water with its flames soaked.

"Get the children!" Dr Animo ordered his latest creation.

"RARGH!" Heatbat screeched in response as he flew after Ben and Gwen.

"Watch out!" Gwen warned Ben who briefly turned his head back.

Panicking, Ben grabbed hold of Gwen's hand and increased his running speed as the two cousins then ducked underneath a large pile of wood.

SLIDE! WHOOSH! SLAM!

Heatbat slammed his head through the wood and roared louder as he continued stomping after the kids.

Looking up from his telescope ray, Dr Animo felt that he was truly going to win for good.

Glancing at a monitor screen on the ray, Dr Animo spotted that the satellite was orbiting over the observatory.

"Ah, excellent! The satellite is moving into position. Who says one man can't change the world?" Dr Animo gleefully muttered under his breath.

As Heatbat continued chasing after Ben and Gwen, the two-spotted a loose piece of wood in the floor ahead.

"What's the plan?!" Ben asked Gwen as he panted.

"We're going to jump across the gap to the ray!" Gwen shouted back to Ben.

Unimpressed, Ben yelled back, "What?! That's not happening!"

"RARGH!" Heatbat hungrily roared.

"Suit yourself!" Gwen remarked to Ben as the two kids then leapt across the wooden boards to the telescope ray.

WHOOSH! THUD!

"Ooof!" Both kids grunted out they carefully climbed onto the hatch near the telescope ray.

Heatbat then flew across the gap, as Gwen pulled open the hatch door.

"In we go!" Ben quipped as he jumped in first as Gwen then jumped in last.

WHOOSH! THUD!

"RARGH!" Heatbat screeched loudly as he attempted to chew Ben and Gwen into food.

Thankfully, Heatbat was too big and couldn't fit inside the telescope ray as Ben and Gwen began crawling inside the machine.

"You haven't won yet Animo..." Gwen mumbled under her breath leading the way.

Knowing what Gwen was up to, Ben reminded her, "If we find the faceplate, the ray won't work anymore."

"Smart thinking. We do work well together." Gwen happily remarked back to her cousin as the two continued climbing up the machine.

Back outside at the same time...

Groaning, Heat Jaws tried to crawl towards the water only for the bullfrog to leap out of the water and kick Heat Jaws back into the wooden wall.

WHOOSH! THUMP! SLAM! CRACK!

Fed up with everything bad happening to him, Heat Jaw's anger snapped.

THWOOSH!

An aura of Pyronite heat surrounded Heat Jaws as the hybrid alien shouted at the bullfrog, "I've had enough with you! Disappear!"

Placing his hands together, Heat Jaws then unleashed a huge beam of fire energy directed towards the large toad.

WHOOSH! KA-BLAM! THUMP!

The bullfrog ended up landing on it's back as Heat Jaws grinned darkly and muttered, "Who's next?"

Heatbat then swopped in and grabbed hold of Heat Jaws in response.

WHOOSH! GRAB!

Not taking any chances, Heat Jaws hungrily opened up his mouth and chomped down on Heatbat's leg with his sharp teeth.

CRUNCH!

"RARGH!" Heatbat screeched as Heat Jaws tumbled down right below the stunned bullfrog.

Grinning darkly, Heat Jaws then aimed for the giant bullfrog before he mocked the animal, "You've been a pain to me since D.C.! But no more!"

WHOOSH! SLAM! SPLASH!

The two combatants went tumbling down into the water as Heat Jaws gills quickly rehydrated.

"Yes! Now we're talking!" Heat Jaws confidently declared as he then placed his roasting hands on the bullfrog.

Generating heat in the water, Heat Jaws placed his hands against the bullfrog's chest and quite literally roasted the animal alive.

WHIRRR! WHOOSH! BOOM!

The heat generated from the roasting hands quite literally caused the bullfrog to go into an extended period of shock.

As a result?

The bullfrog ended up drowning underwater because of the heat inferno Heat Jaws gave to the frog.

Swimming upwards, Heat Jaws watched as the dead bullfrog slowly sank into the swampy waters vanishing forever.

"One down. One to go." Heat Jaws assured himself.

Looking up, Heat Jaws spotted Heatbat flying to the hybrid alien.

Clutching his hands out, Heat Jaws then erupted his body into an aura of flammable heat underwater.

The combined effort caused by the blast soaked Heatbat on the surface.

WHOOSH! BLAM! SPLASH! HISS!

Heatbat ended up being soaked by the gigantic soaking it received as the mutated Pyronite bat slammed onto the wooden board now beaten.

With it now being soaked with water, Heatbat slowly began dying.

SPLASH! THUMP!

Heat Jaws then emerged from the water carrying Dr Animo's bullfrog and dumped it onto the wooden platform where it was dead.

"Finally... Now to take precautions that they won't come back." Heat Jaws murmured as he got to work disposing of the dead creatures.

Back inside the telescope ray...

Climbing through the inside of the giant telescope, Gwen and Ben looked around trying to find the Omnitrix faceplate.

"Come on? Where are you?" Gwen questioned in confusion.

"Just keep looking. We'll find it." Ben reassured her.

BEEP!

Pressing a button on his control panel, Dr Animo slowly aligned the telescope ray at the satellite.

Inside, Ben and Gwen ended up tumbling downwards before Gwen managed to grab one of the pipes in the machine.

WHOOSH! GRAB!

Ben then ended up grabbing hold of Gwen's left shoe as the kids slowly dangled in the machine.

BZZT! WHIRRR... SPARK!

The telescope ray glowed green with Omni energy as the kids looked down in horror with the bright green light getting closer every second.

"This is not good!" Gwen screamed as a panicking Ben yelled back, "Nice knowing you!"

Laughing loudly sat down, Dr Animo finally declared, "The moment is here! The next evolution will be televised and I will finally have my revenge!"

WHOOSH! BLAM!

In response to that statement, a fireball slammed into the telescope ray.

Turning his head, Dr Animo then spotted the decaying corpses of his mutant creations near a smirking Heat Jaws who was aiming his hands at him.

"Change Max back, or else I'll fry your ass." Heat Jaws threatened Dr Animo.

Slightly afraid of Stan, Dr Animo confidently stated back, "And ruin my best work? Forget it! But I will give him some company, like the entire planet!"

Dr Animo then placed his gauntlets back into the telescope ray and attempted to fire the machine.

BZZT! WHIRRR... BLAM! Whirr...

The telescope ray then deactivated and glowed out as Dr Animo freaked out.

"My mutant ray! What happened?!" Dr Animo shouted in shock as his plan began falling apart.

WHOOSH! Creak...

Ben and Gwen then climbed out of the telescope as Gwen held onto the Omnitrix faceplate with Ben grinning near her.

"We borrowed this back." Gwen proudly stated as Ben then cockily remarked, "Is that a problem?"

With his plan now falling apart with all his minions killed, Dr Animo went into panic mode.

"NO! GIVE THAT BACK! ONLY MY GENIUS CAN USE IT'S POWER TO IT'S FULL POTENTIAL!" Dr Animo psychotically yelled as he angrily climbed onto the telescope ray.

WHOOSH! THUNK!

Ben and Gwen climbed away from Dr Animo as veins bulged on his head.

Grinning confidently, Heat Jaws placed his hands together and began charging up his attack.

"Time to end Animo's scheme again." Heat Jaws confidently muttered before he fired the heat beam at Dr Animo as he yelled out, "HAH!"

WHOOSH! BLAM! KA-BOOM!

The force of the heat beam was so powerful, Dr Animo's green skin and white hair were burnt slightly as the mad geneticist plunged into the water.

"NOOOO! NOT AGAIN!" Dr Animo screeched like a banshee before he plunged into the wooden ground.

WHOOSH! WHAM! THUD!

Everything then fell silent as Dr Animo slowly fell unconscious having been beaten for the second time.

Grinning, Heat Jaws then sprinted over to the mutated form of Max and leaned down against him.

"It's okay Max. We won. I'm going to fix you." Heat Jaws whispered to his great uncle.

Peering from the telescope ray, Gwen then called out to Heat Jaws, "Are you okay?"

Glancing upwards, Heat Jaws said to the kids, "Yeah... Just wish I could say the same about Uncle Max."

"So what are we going to do?" Ben asked Heat Jaws back.

Shrugging, Heat Jaws then sadly rambled, "I don't know Ben. You were right about everything Gwen. I just wish I could take it all back."

Agreeing with Heat Jaws, Ben then sadly stated, "Same. Just wish we could reverse everything we've done."

Gwen then froze before she smiled brightly and said to Ben, "Ben... That is the smartest thing you've ever said."

"Uh... I'd say." Ben replied to Gwen as she jumped near the hatch on the telescope.

WHOOSH! THUNK!

Realizing what Gwen was up to, Heat Jaws happily yelled, "Of course! That's amazing! But would it work?"

"What would work?" Ben questioned Heat Jaws who eagerly shouted back, "You'll see!"

Peering out of the hatch door, Gwen then called out to Heat Jaws, "Fire it up!"

Heat Jaws gave Gwen a Thumbs up in response and replied, "Agreed! It's better to try then to leave Max like this mutant."

A few mins later...

Having snagged Dr Animo's gauntlets of the beaten and insane geneticist, Heat Jaws carefully sat down and aimed the telescope ray at Max's mutated form.

BEEP! WHIRRR...

"Okay... Three... Two... One... Now!" Heat Jaws prepared himself before he fired the telescope ray at Max.

BZZT! WHIRRR... SPARK! WHOOSH! ZAP!

Once the bright green light faded away, Ben and Gwen covered their hands from their faces as they spotted...

A now back to normal Human Max.

"Grandpa!" Ben and Gwen happily said together in relief.

"Urgh..." Max groaned back in response as he slowly got up from the wooden ground.

"Good to see you back Max." Heat Jaws complimented him.

Confused, Max asked Heat Jaws, "What? Where did I go?"

"Trust me, you don't want to know," Ben replied to his Grandfather.

Turning to Gwen, Heat Jaws then joked, "Who would have thought that reversing the direction of the faceplate would work?"

"I know, we got very lucky with how Grandpa was reverted to normal from the effects of Animo's ray." Gwen informed Heat Jaws before she sadly muttered, "Too bad we can't do the same for you."

BEEP!

The Omnitrix faceplate on Heat Jaw's shoulder pad then began beeping red.

Suddenly, Heat Jaws had a wonderful idea.

"Hey, maybe we can... Quick, Gwen, Throw me the faceplate!" Heat Jaws called out to her.

Gwen then chucked the Omnitrix faceplate towards Heat Jaws who managed to grab it.

Whoosh! Grab!

BEEP! BEEP! BEEP!

Grabbing the faceplate, Heat Jaws then placed it directly on his Omnitrix symbol just nanoseconds before he transformed back into Stan.

FLASH!

A bright flash of red light covered Heat Jaws as the Omnitrix DNA template was restored.

Inside his body, Stan his DNA slowly being changed back to normal with the Omnitrix aliens being restored to their normal defused forms as the red light faded away.

FLASH!

Feeling slightly dazed, Stan shook his head before he realized he was back to normal.

"Did it work?" Stan mumbled as he looked at the Omnitrix on his right arm.

Incredibly, Stan's plan had worked.

The Omnitrix was fixed and back to normal!

Sighing in relief, Stan leaned against the chair and stated happily, "Phew! I'm so glad that worked."

Looking up at the kids, Max felt his stomach rumble.

Rumble...

"Why do I have this strange craving for rotten eggs and sugar water?" Max pondered to himself as the kids slowly climbed off the telescope ray.

Sighing in relief, Gwen then remembered something.

Walking over to the boys, Gwen then asked them, "Oh, guys. I almost forgot."

"What?" Both Ben and Stan questioned Gwen.

"I TOLD YOU BOTH!" Gwen shouted at them.

Startled, Stan jumped back in fear whilst Ben also stepped back.

"ARGH! DON'T SCARE ME LIKE THAT!" Stan fearfully complained.

Laughing at Stan's antics, Ben and Gwen then grinned at Stan who was shaking slightly.

A few hours later...

The Rust Bucket was driving out of the Floridian Swamps over a rickety wooden bridge as the landscape started to change from a swampy marsh to open stretches of green pasture.

Inside the RV, Ben and Max were in the front seats whilst Gwen was watching the TV seated in the side booth.

"I feel like I'm watching a rerun," Gwen informed the others as she watched the news report.

"This is CNN News, I'm Tracey Williams, reporting live from the swamps of Southern Florida. We're currently bringing you an update on Dr Animo who's rampage in Washington D.C. resulted in him being incarcerated for an extended period of time. However, Animo recently managed to escape along with several other high profile criminals who have been discovered for the first time." The news reporter on the TV stated.

Then the news reporter continued by saying, "The emergence of these so-called super-criminals just brings into the question, how are they connected with the various alien sightings that have cropped over for nearly two months now? The barrage of these odd alien sightings with these criminals has to lead to a massive resurgence of speculation and other bizarre events witnessed by the public... For now, we'll have more info..."

"Let me go! I won't be arrested again!" Dr Animo complained from the background.

The cameraman recording the footage then zoomed in on Dr Animo as two heavily armoured SWAT soldiers who had cuffed Dr Animo dragged him to a nearby SWAT van.

Glaring at the camera, Dr Animo yelled in it, "You have not seen the last of me!"

"Shut up! What is with you freaks showing up?" One of the SWAT guards complained under his breath.

Rolling her eyes, Gwen then turned off the TV muttering, "Yeah I wish."

FLICK!

"I wonder if he's learnt his lesson? Max questioned Gwen before he remarked, "Don't mess around with the Tennyson."

"I'm not sure. He could be breaking out soon again. And if he does, we'll stop him again." Ben remarked thinking on how criminals escaping and seeking revenge was a never-ending cycle.

"Agreed. But at least, you and Stan learnt something." Gwen replied as she looked around behind her.

Looking at the back of the RV, Gwen spotted Stan sitting on the back couch using Max's screwdriver with his Star Wars backpack placed near him.

Unimpressed, Gwen then said to Stan, "Stan... Stan! What are you doing?!"

Staring at Gwen, Stan grinned and explained to her, "I was thinking that maybe I could modify the Omnitrix so I could become even weirder alien hybrids whenever I want. You know like... Diamondmutt or XLR8Freak."

"STAN!" Everyone in the Rust Bucket complained at the same time not wanting to deal with the shenanigans of hybrid aliens again.

Laughing happily, Stan then bluntly told everyone, "Just kidding!"

The Rust Bucket then continued driving to the next destination on the holiday.

Where everything would once again change for Stan in his hardest adventure yet.

 **Author's note: Right, Chapter 24 is completed! Hope you enjoyed reading this.**

 **Oh and next time.**

 **Everything will change in Back with a Vengeance with the return of both Kevin 11 and Vilgax.**

 **Loyalties will be tested and bonds will be forged as Stan will be pushed to his utmost limit when he discovers the master control function and the consequences such a discovery will have on everyone.**

 **Will Stan be able to beat Kevin 11 and Vilgax at the same time whilst struggling to protect his loved ones?**

 **You'll find out when the finale of Part 2 drops shortly.**

 **Bye and see you all next time!**


	25. Chapter 25: Back with A Vengeance

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Here we are, the grand finale of season 2 of Stan 10 is here which I hope all of your readers enjoy.**

 **Like the previous grand finale, I wanted to make it just as good if not even better then the first season finale with the chapter recapping on previous events of the season whilst not making it to bloated and chaotic.**

 **One of the biggest goals of this chapter I strived to do was that every single Omnitrix alien that Stan can use would appear multiple times throughout the chapter which I've hopefully managed to do.**

 **One last thing to note is that this finale is more self-contained than the last finale overall.**

 **So here we go...**

 **The last chapter of season 2 has begun.**

 **Update:** **Toned down Kevin 11's dialogue significantly due to a reviewer request.**

Italics: _Thinking._

Previously on Stan 10: The group had proceeded towards the swamps of Southern Flordia to celebrate a cultural event known as the Gatorfest.

Arriving the night before, Gwen found out that Stan and Ben were tampering with the Omnitrix.

During the modifications, Stan accidentally broke the faceplate of the Omnitrix.

The result was very bad.

Because of this, Stan was unable to transform into his normal alien roster with his resulting transformations being wacky fused alien hybrids.

As if that wasn't enough, Dr Animo had also returned seeking revenge on the group.

During the skirmish, Dr Animo ended up finding the Omnitrix faceplate and planned to use it to mutate humanity by creating alien hybrids across the planet.

Thankfully, the group was able to beat Dr Animo again with the Omnitrix being successfully repaired.

Now moving on towards the lush location of Niagara Falls, Stan must face his greatest challenge yet.

Both Vilgax and Kevin 11, his most powerful and dangerous rivals are planning to team up and kill Stan for good.

However, Stan will not go down so easily as his hidden potential starts to showcase signs of being unleashed as revelations are revealed resulting in a situation.

Where nothing is the same anymore for Stan and the group.

Chapter 25: 'Back with a Vengeance.'

Somewhere in the cold depths of Space...

An ancient red gas giant glowed in the murky regions of space near a large asteroid belt of ancient rocks and meteorites and frozen chunks of ice that were floating in orbit around the gas giant.

WHOOSH! Rumble...

Slix Vigma's mega cruiser then floated through the asteroid belt as the bottom end of the spaceship opened up above a large chunk of ice.

WHOOSH! CLANG!

A large industrial hook grabbed hold of the frozen piece of ice and hurled it upwards into the ship where a large and familiar humanoid alien lurked inside it.

Inside the Megacruiser's storage chamber...

The hook pulled up the gigantic chunk of ice inside the spaceship as one of the remaining alien gladiators who had been left behind ran into the chamber.

"Inform our master that we have found him." One of the alien gladiators called out to another alien.

Nodding, the alien then used his thick claws to activate a button.

Beep!

Turning around, the group of four aliens then watched as the giant chunk of ice rose up into the chamber.

Observing the chunk of ice closer, the aliens noticed that Vilgax was frozen inside of it.

"That's Vilgax? I thought he was a legend." A Tetramand alien muttered in shock.

A crab-like alien with brown skin then walked over and replied, "I'm afraid that Vilgax is just as real as the Mad Titan. It would be wise not to mess around with individuals like those two."

WHOOSH! THUNK!

The familiar shape of Kevin 11 landed on the ground as the Mutated Hybrid glared at the frozen chunk of ice where Stan's most dangerous foe had been frozen solid.

Ever since Stan had first encountered him back in New York and humiliated him numerous times since then, Kevin 11 had been plotting his revenge on how to make Stan suffer and put him down permanently.

He had a good feeling that the brat had been becoming stronger ever since they had fought three weeks ago when Shocksquatch had damaged his Galvan eye nearly blinding him.

It had taken him nearly a week for him to recover his eyesight because of Shocksquatch.

Thinking about it... The Omnitrix was the only reason he had been mutated like this.

Clutching his Petrosapien fist, Kevin 11 stomped over to the ice block as the alien gladiators quickly walked away from the evil hybrid.

THUMP! THUMP! THUMP!

"Wherever I went in the Galaxy, no matter who's an ass I kicked, One name kept coming up over and over." Kevin 11 ranted as he placed his Pyronite arm on the ice and began melting it.

HISS! CRACK...

The ice then shattered as Vilgax's hateful red eyes stared blankly at Kevin 11 who remarked, "Vilgax."

Immediately, the four alien gladiators stepped back as one of them questioned Kevin 11, "My master... Are you sure this is a good idea?!"

Kevin 11 ignored the gladiator as he rambled on at a comatose Vilgax, "Guess we have a lot in common. We both got a beef with the little brat known as Stan Hopkins. And if you're as bad as they say you are... Then you're just what I need to kill him for good."

At the same time back on Earth...

It was a beautiful day at Niagra falls as a tour boat floated on the water being guided by a captain.

"And on the majority of the right side along with seeing directly ahead, you can see the majestic beauty of Niagra Falls!" The boat captain proudly informed everyone on the boat.

Most of the people on the boat were wearing yellow life coats as a couple took photos of the waterfall.

Near the couple was Max, and Gwen who were both overlooking the waterfall.

"How can you not admire the beauty and raw power of nature?" Max questioned Gwen.

Peering her head to the side, Gwen spotted Ben and Stan sitting on the back of the boat both wearing life jackets.

Stan was looking at the Omnitrix on his right arm whilst Ben was saying to Stan, "Why don't we fiddle around with again?"

"Ben, knock it off would ya? I'm looking at nature. Not messing around with a highly experimental alien device again." Stan sarcastically replied as he stared at the waterfall.

Rolling his eyes, Ben then stared at the boat deck in boredom as Gwen remarked to Max, "I don't know, ask the boys."

Looking at the boys, Max spotted Stan staring at the open waterfall, before he muttered, "Eh... I guess I could see what else I can do with the watch."

Not wanting another incident to occur, Max suggested to them both, "Stan, Ben, can you both please pay attention to something else other than the Omnitrix?"

"Don't worry, Were not going to damage the watch with tools again, we're just seeing if Stan can unlock something else," Ben reassured his grandfather.

Agreeing with Ben, Stan then stated, "Ben's right. I want to see if I can take more action to see if I can control the Omnitrix better. No harm in trying right?"

"Get real you two, there could be like a billion command combinations on that thing." Gwen bluntly pointed out before she turned around.

"Okay. But don't blame me just because you didn't listen to my warning." Max reminded the boys before he turned around and stared at the waterfall with Gwen.

Sitting down next to Ben, Stan pressed the button as the green core rose up.

BEEP...

"Okay, time to enter a certain combination to see what will happen," Stan muttered as he twisted the Omnitrix dial backwards and then forwards.

BEEP! ZAP!

The Omnitrix then glowed green and began flashing black and white as Stan's blue eyes widened in shock.

"Oh man... I hope the watch isn't broken again." Ben muttered under his breath as he stared at the dial as well.

Oddly enough, Stan didn't feel his DNA changing violently as he noticed the dial glow a green colour and began spinning with each of the fifteen alien icon's twisting on the dial numerous times.

Instead, Stan felt his DNA and state of being getting stronger.

BEEP! WHIRR... ZAP!

Briefly shuddering due to the DNA exposure without his eyes changing colour, Stan looked at the Omnitrix and nervously stated, "Okay... This is new, it seems like the Omnitrix isn't broken. Maybe it's some kind of Upgrade?"

Immediately after saying that, Stan transformed into that said alien.

FLASH!

A bright green flash of light covered Stan as Ben moved away stunned as Upgrade then appeared from the flash of green light.

Wearing the yellow life jacket, Upgrade looked over his digital green body in shock before Ben blurted out, "Woah! What happened?!"

"I don't know, Ben. For some reason when I said Upgrade's name, I transformed into him! How extraordinary!" The youthful Galvanic Mechamorph muttered before he giggled in excitement.

A new level of power had just been opened up for Stan.

"It's like you didn't even touch the core... Unless... Maybe you don't have to!" A shocked Ben muttered in excitement and awe.

"Oh... Let me try someone else!" Upgrade said to Ben before he calmly stated, "Rath!"

FLASH!

Upgrade then transformed into Stan's newest alien as another flash of green light emerged where he had once been sat with the life jacket still covering his body having been extended over the alien's body.

"RATH!" The Appoplexian quietly shouted out not wanting to bother everyone else.

"You've changed again! How amazing is that?!" A grinning Ben yelled at Rath.

Grinning back, Rath dumbly stated, "Course it is! Why wouldn't it be Benjamin? Rath is happy with this!"

Ben then glared at Rath in annoyance as the Appolplexian shrugged and asked, "What? You not like that? Fine, I'll change. HEATBLAST!"

FLASH!

Another subsequent flash of green light occurred as Rath transformed into Heatblast.

"Heh, the one that started it all. Who would have thought that huh?" Heatblast questioned Ben before he muttered, "Gadget Cat!"

FLASH!

The Lombax then appeared as he said in excitement, "Okay... Time to switch between everyone I have! Ghostfreak!"

And so Stan transformed into all his aliens each time as Ben watched on in awe and shock.

FLASH!

"Wildmutt!"

FLASH!

"ROAR!" (Diamondhead)

Transforming into Diamondhead, the Petrosapien stood up and proudly stated, "Wow! This is fantastic! Four Arms!"

FLASH!

"Four Arms!"

FLASH!

"Shocksquatch!"

Staring at his body briefly, Shocksquatch then muttered, "Hmm... Maybe I can think about it as well? Eh... But calling out a name sounds easier! Grey Matter!"

FLASH!

"XLR8!"

FLASH!

Once transformed into XLR8, The Kincerelan observed his claw and muttered, "Fascinating... I must have unlocked some kind of Master Control function. Now for Wildvine!"

FLASH!

"Ripjaws!"

FLASH!

"And now I can go alien whenever I want in any state at all... Good grief... Just how powerful is this thing?" Ripjaws questioned before he called out, "Cannonbolt!"

FLASH!

The Arburian Pelarota grinned confidently before he declared to Ben, "Time for some fun!"

Whirrr... Rumble... THWOOSH!

Morphing into his ball form, Cannonbolt rolled across the boat deck as Ben laughed and followed the bowling ball alien.

Nearby, the couple from before observed the view of Niagra Falls as the gentlemen holding the camera facing Max.

"Excuse me? Would you mind taking a picture of me and my wife?" He inquired to Max.

"Of course." Max kindly replied as he then noticed the person holding the camera freeze.

Peering over the edge of the boat was Cannonbolt who then stared at the cameraman as he muttered, "What?"

Shocked, he stepped back before he ended up tumbling off the boat and falling into the water below.

Trip! WHOOSH! SPLASH!

"ARGH! SOMEONE HELP ME!" He cried out in shock as his wife peered over and yelled back, "Micheal Hold on!"

"Oops. My bad." Cannonbolt apologised before he called out, "Ripjaws!"

FLASH!

Transforming into Ripjaws again, the Tennyson trio watched on in shock as the Piscciss Volann loudly said, "No problem! Ripjaws will save you!"

Ripjaws then jumped off the boat and dived into the water.

WHOOSH! SPLASH!

Emerging from the water moments later, Ripjaws then transformed into Stinkfly midway by calling out, "Stinkfly!"

FLASH! WHOOSH! ZIP!

Flying in the air, Stinkfly then flew back near the boat as everyone on the boat watched on.

Looking over at Stinkfly, Gwen then remarked, "Did Stan just change from Cannonbolt to Ripjaws and then Stinkfly?!"

"There you are, safe and secure." Stinkfly gently stated as the couple hugged each other.

"Yeah, he did. But that's impossible." Max muttered as he scratched his chin.

"Not anymore. Stan managed to unlock some kind of Master Control function that allows him to change into whatever he wants!" Ben explained to Max and Gwen.

Stunned, the two then looked at Stinkfly who giggled slightly as Micheal then complained, "I don't mean to be ungrateful. But I think I'm going to be sick."

In response, Stinkfly placed Micheal back on the boat near his wife as the couple hugged each other.

"Thank you." Micheal's wife informed Stinkfly who happily stated back, "Any time. Just doing my job."

Stinkfly then landed back on the boat and called out loudly, "Stan!"

FLASH!

Stinkfly then transformed back into Stan as he sighed happily and rambled on, "Oh my god... Just how awesome can things get now?! I'm unstoppable!"

Little did Stan know, that he would soon be pushed to his limit on one of the hardest days of his early career as a superhero.

At the same back on the Megacruiser in space...

The massive vessel had now left the gas giant behind and was heading towards Earth where Kevin 11 could begin his revenge scheme.

Inside the holding chamber, Kevin 11 studied Vilgax's frozen popsicle like body intensely.

"Hmph. The legendary Vilgax." Kevin 11 snarkily muttered before he mockingly stated, "You don't look so tough."

Unbeknownst to Kevin 11, Vilgax's bloody red eyes slowly began moving as Vilgax reawakened thinking, _"Urgh... What... Omnitrix... Must reclaim!"_

Mistaking Kevin 11 for Stan in his dazed state, Vilgax's right fist then broke free from the ice.

SMASH! CRACK!

Stunned, Kevin 11 was then sent flying by Vilgax's uppercut as he landed on his back.

WHOOSH! SLAM! THUD!

Enraged, Kevin 11 glared at Vilgax as the galactic tyrant kneeled with scattered ice debris now around him.

"Screw this! Let's get out of here!" One of the alien gladiators called out as they ran from the two combatants not wanting to be involved in the brawl.

Standing up from the ground, Vilgax then stood down Kevin 11 as he rasped out, "Underestimating me is a grave mistake."

Vilgax then activated the nanomechanical technology in his arms as they swelled up with Vilgax remarking, "It will be the last mistake you ever made!"

Whirrr... THUMP!

Chuckling back in excitement, Kevin 11 taunted Vilgax back by saying, "Bring it on! You're just an octopus waiting to be fried up."

Unimpressed, Vilgax then ripped a large portion of the floor from the ground and hurled it towards Kevin 11 as a projectile.

CRACK! CRUMBLE! WHOOSH!

Kevin 11 managed to avoid the projectile just as it slammed the glass window behind him which lead into the arena.

CRASH! WHOOSH!

A massive gust of air drove Kevin 11 back as he placed his feet onto the ground before he aimed his Petrosapien hand at Vilgax and fired some diamond shards from it.

BLAST! SLICE! CRASH! THUD!

Stomping forwards, Vilgax's swatted the crystals into shards as the two combatants slammed into each other and went tumbling out of the window.

"Ooof!" Kevin 11 grunted in pain as spit went flying out of his mouth as Vilgax punched him numerous times.

SMACK! WHAM! THWACK! THUNK!

Kevin 11 attempted to use his Stinkfly wings to shrug Vilgax's attacks off as the two crashed onto the floor of the arena.

WHOOSH! CRASH!

Dust and debris went flying everywhere as Vilgax continued his relentless assault by grabbing hold of Kevin 11's Kincerelan tail.

"RARGH!" Kevin 11 screeched loudly as he was sent flying into the wall of the arena as more dust flew up from the impact.

WHOOSH! SLAM!

"Pathetic creature," Vilgax mumbled under his breath as Kevin 11 flew up into the air with his Stinkfly wings and dived down towards Vilgax.

WHOOSH! BLAM! KICK!

Kicking Vilgax in his head, Kevin 11 ferally grunted out, "GRAHH!" as Vilgax was pinned onto the floor by Kevin 11's large Tetramand foot.

"No one calls me pathetic! I'm the best at what I do, I'm Kevin 11!" The mutated Hybrid mocked Vilgax again as he stomped away from the galactic tyrant.

Unimpressed, Vilgax then slammed his right arm behind Kevin 11's back and sent him sprawling onto the ground.

WHOOSH! WHAM! THUD!

Quickly recovering again by backflipping on his two feet, Kevin 11 then flew towards Vilgax and punched the Chimera Sui Generis numerous times in a wild and animalistic manner.

SMACK! CLANG! CRACK! THUMP! BONK!

Analyzing Kevin 11's wild fighting style, Vilgax then stunned Kevin 11 by grabbing hold of his left arm and then swinging his large right arm into Kevin 11 yet again.

WHOOSH! SLAM! WHAM!

Fed up of fighting Vilgax, Kevin 11 decided to try a different tactic.

"I just saved your large alien ass. You should be grateful!" Kevin 11 madly shouted at Vilgax.

"Vilgax owes allegiance to no one!" Vilgax rasped back to Kevin 11 before he darkly ranted, "Especially some misshapen chaotic amalgamation of creatures from the... Omnitrix." Vilgax realized as he stopped walking.

With his blood-red eyes widening, Vilgax then asked Kevin 11, "What do you know about the Omnitrix?"

"If you mean the watch thingy that turns the brat, Stan Hopkins into those alien heroes. Then plenty." Kevin 11 remarked back as he stood upon the ground before he shouted out, "Now back off!"

With Vilgax now dwarfing Kevin 11, he bluntly pointed out, "Hmm... You may be of some use to me after all."

Grinning darkly back, Kevin 11 gleefully stated, "You took the words right out of my mouth pretty boy."

Meanwhile back on Earth...

The Rainbow Bridge near the river of Niagara Falls dominated the area as the Rust Bucket was parked up on a nearby grass verge where a picnic table was located where Ben, Gwen and Max were eating lunch.

Max was having a bowl of cereal, whilst Ben was preparing to eat a ham and cheese sandwich as Gwen walked over to the table with a cream and strawberry snack.

Just as Gwen prepared to eat her snack, Stinkfly giggled loudly before green sticky goop slammed onto the bowl on the table.

WHOOSH! SPLAT!

The cream went flying everywhere as Gwen angrily glared at Stinkfly who was hanging from a nearby oak tree and shouted out, "Stan that's gross!"

"What? I can be whatever alien I want whenever I want now without staying Human all the time." Stinkfly casually replied before he flew off upwards.

WHOOSH! ZIP!

"Urgh... You've been switching between aliens for over an hour now! Doesn't it get boring?" Gwen groaned before she questioned Stinkfly.

"Not listening! I'm enjoying this way too much!" Stinkfly cockily replied as he flew in the air upside down enjoying the experience of flying.

"Yeah, I'm starting to agree with Gwen. I mean sure you can change faster now between your forms but aren't you getting bored of that?" Ben asked Stinkfly.

Rolling his four eyes, Stinkfly then informed the group, "No way! Get this, I've earned twenty dollars for tourists wanting to ride on the Stinkfly express! How's that for value?"

Stinkfly then tossed out the money onto the ground below as Gwen and Ben sighed in frustration.

Worried about Stan, Max then advised Stinkfly, "Stan, I'm advising you so please just listen. Just because you can be an alien all the time doesn't mean you should be an alien all the time. I mean we still don't know if there are any hidden consequences."

Understanding what Max meant, Stinkfly nodded and replied, "Okay, Uncle Max. I'll take it easy and change back to normal."

Landing on the ground, Stinkfly then called out, "Stan!"

FLASH!

A bright green light obscured Stinkfly as he transformed back into his normal Human state no longer feeling dizzy.

Instead, Stan felt okay and happy.

"See? I always keep my promise." Stan informed the group as he walked over to the table.

"That's the spirit. Now try and enjoy your lunch." Max then calmly suggested to Stan who smiled back in response.

Sitting down on the table near Ben, the group enjoyed their snack in peace not knowing what was happening at the same time in space.

Back in Space one last time...

The Megacruiser was now slowly approaching the Solar System.

Inside an empty corridor, Kevin 11 sat hunched on the floor as Vilgax aimed a DNA scanning device and observed Kevin 11's mutated DNA with curiosity and intrigue.

Looking at the scanner, Vilgax noticed that Kevin 11's DNA had been fused with different DNA samples from the first ten aliens that Stan could transform into with each DNA sample being randomly striped together like a jigsaw puzzle that was strapped with duct tape.

"Interesting. Your Terran DNA has merged with the Omnitrix. Just like young Hopkins." Vilgax spoke having recorded his findings.

Staring at Vilgax, Kevin 11 then snarkily replied, "Yeah, thanks for the lesson professor. Now when do I merge my fist with Stan's face?"

"Patience my new ally, you may do that after we remove the Omnitrix." Vilgax calmly advised Kevin 11 as he placed the DNA scanner back into his hyperspace inventory.

"Fat chance. I've tried peeling it from Stan's right arm, It won't come off." Kevin 11 replied to Vilgax as he started to gain respect for the galactic tyrant.

Not losing his patience and thinking smartly, Vilgax realized that if he manipulated Kevin 11 to do his bidding for him, then Kevin 11 would become a powerful and worthy ally in conquering the universe once the Omnitrix was finally his.

"As have I." Vilgax calmly rasped before he eagerly stated to Kevin 11, "But with my expertise and the DNA you share with Hopkins, we can now succeed!"

Not impressed, Kevin 11 stomped over to Vilgax and demanded, "Listen up Vilgeek! I don't take orders. And I could care less about some stupid Omnitrix or whatever it's called. I just want revenge on the little brat who wears it."

"I assure you, I feel the same way." Vilgax bluntly stated before he asked Kevin 11, "But would you stand a far better chance of achieving our goal if he's not wearing the Omnitrix?"

Knowing that Vilgax was right, Kevin 11 nodded back before he questioned Vilgax, "So how did the brat beat you then? I heard you were responsible for destroying Rapid City a while back."

Crossing his large arms, Vilgax then explained to Kevin 11, "That is correct, my invasion force successfully managed to invade Earth so that Hopkins would be lured out. The plan succeeded at first. But things started to fall apart when Max Tennyson intervened triggering a series of events in which I lost to that boy."

Briefly remembering Stan taunting him as his voice echoed out, _"Hey Vilgeek!, "Rule #1 when capturing someone: Never turn your back!"_

Vilgax's blood-red eye briefly twitched before he calmed down and rasped out, "I have never been so humiliated in all my two hundred and forty years of being alive. I will not lose to that child again."

"So what are waiting for?" Kevin 11 questioned Vilgax as he too was eager for revenge.

Turning around, Vilgax informed his new ally, "Patience. We can only track him when the Omnitrix is in use."

DING! DING! DING!

Both of the aliens then turned around and glanced at a computer screen where the Omnitrix symbol was flashing on the planet Earth.

"Showtime." Kevin 11 chuckled darkly as he looked forward to seeking his revenge on Stan.

Vilgax merely remained silent before he smiled looking forward to finally acquiring the Omnitrix and conquering the universe with Kevin 11 at his side.

However, if Kevin 11 did not want to work with him in the future...

Then Vilgax would have to dispose of him as well which would be a huge shame considering the amount of potential Kevin 11 had.

Finally back on Earth once again on the Rainbow bridge...

 **(Good grief, these transitions sure are getting annoying aren't they? Ah well, they're necessary to keep the flow of the story going.)**

Ben and Gwen overlooked the bridge as Max fiddled around with his Polaroid camera.

Moving near the edge of the bridge, Wildvine then leapt over them and stretched himself over the bridge.

WHOOSH! STRETCH! GRAB!

Grabbing hold of the bridge with his legs, Wildvine then stretched down to the water as he shouted out, "Feeling good!"

Briefly touching the water with his hands, Wildvine then stretched back up like a lightning bolt.

WHOOSH! STRETCH!

Just as Max took the picture.

"ARGH!" Gwen screamed in shock as Ben burst out laughing as Wildvine started at the two kids in confusion.

Then Max began taking even more pictures of the group with Stan morphing into a different alien each time.

Picture One: Stan and the Tennyson trio were facing behind the bridge with everyone smiling happily.

Picture Two: Gadget Cat was holding his Combuster pistol in the air and smirking confidently at the camera as everyone else looked at the Lombax.

Picture Three: Four Arms was dominating over the group as he did a peace sign at the camera with everyone looking slightly annoyed.

Picture Four: Ghostfreak was floating in the background and stared at the camera creepily behind the group as everyone looked creeped out by the Ectonurite.

Picture Five: Rath was flexing his muscles and had moved closer to the camera as everyone else glared at Rath in annoyance.

Picture Six: Stinkfly was hovering above in the air happily as everyone else covered their noses in disgust.

Picture Seven: Ripjaws was hungrily smirking at the camera as everyone else looked at the Piscciss Volann in confusion.

Picture Eight: XLR8 ran for the camera at a slow pace as everyone else was blown away by the Kincerlean's speed.

Picture Nine: Shocksquatch was staring at the camera with his hands placed on his shoulders as he smiled slightly.

Picture Ten: Wildmutt was slobbering at the camera from the side as everyone watched on in disgust.

Picture Eleven: Cannonbolt was half rolling into his ball/normal form as everyone else just looked bored of Stan transforming all the time.

Picture Twelve: Diamondhead was staring at the camera with both of his hands morphed into Diamond swords as everyone looked on still bored.

Picture Thirteen: For the last picture, Grey Matter was clinging onto the surface of the camera as everyone looked bored and annoyed together.

Picture Fourteen: Ben and Gwen were seen holding Ice Creams as Heatblast's rocky hand was briefly visible.

Picture Fifteen: Ben and Gwen's icecreams both began to melt as Ben and Gwen looked in anger.

Picture Sixteen: Ben and Gwen were now scowling at Upgrade who was laughing on the ground in joy and excitement.

Ten mins later on a cable car above the river...

"And if you look below, you'll see a steel barge that has been marooned in the rapids since 1918," An automated male voice blared throughout the cable car.

Currently, the group of four were on a gondola that dangled over a cable car transit system as Diamondhead leaned over the side and spat out a loogie.

"PFFT!" Diamondhead spat out a crystal loogie from his mouth that went plummeting into the raging rapids below where the steel barge was decaying away in the river due to erosion.

"What are you doing?" A confused Ben asked the Petrosapien.

Looking back at the Tennyson trio, Diamondhead explained, "Science experiment Ben. I'm trying to figure out which alien can hock the best loogie."

"You can be so gross at times." Gwen groaned in disgust to Diamondhead.

Rolling his yellow eyes, Diamondhead stated back, "Hey, it's for science, Gwen. It's one of my favourite subjects back to school. Heatblast!"

FLASH!

Diamondhead then transformed into Heatblast as the Pyronite leaned over the edge and coughed out, "PFFT!"

A firey based loogie then flew out of Heatblast's mouth as it landed in the river below.

WHOOSH! HISS! SPLAT!

Max shook his head in disbelief as Heatblast remarked, "Heh, Definitely Heatblast."

Another cable car then passed by on the opposite cable as two tourists stared at Heatblast in shock and awe.

"Hi, there!" Heatblast cockily replied as Gwen groaned and muttered, "I'm not with him."

WHOOSH! KA-SLAM! WHOOSH! THUD!

The cable car then shook violently as everyone on the vehicle lost their footing briefly.

"What the heck?!" Max muttered slightly as Ben mumbled in confusion, "What was that?"

Confused, Heatblast looked upwards and was directly confronted with an old face.

A smirking Kevin 11.

"But we do." Kevin 11 taunted Heatblast.

"No way! Kev..." Heatblast began talking before a giant familiar green clawed hand grabbed hold of Heatblast.

Vilgax had returned as well much to Stan's surprise.

WHOOSH! GRAB!

"GAH!" Heatblast grunted in pain as Vilgax's thick claws crushed his body as he slowly spotted Vilgax.

"Remember me, boy?" Vilgax mocked Heatblast who froze in response.

"Oh my god... VILGAX?! THAT'S IMPOSSIBLE!" Heatblast screamed in fear as Vilgax and Kevin 11 chuckled together.

"Nice job off breaking the little brat down." Kevin 11 praised his new partner as Vilgax nodded back and tapped his index finger on Heatblast's Omnitrix symbol.

The Omnitrix symbol then beeped red before Heatblast transformed back into Stan.

BEEP! BEEP! BEEP! FLASH!

"But we know all his secrets!" Vilgax declared in victory as Stan emerged sweating and shaking as his emotions began spiralling out of control due to the unimaginable situation.

Kevin 11, his greatest rival and Vilgax, his most feared foe had both returned.

And now they had teamed up to kill him.

Remembering all the terror and mayhem Vilgax and Kevin 11 had done to him, Stan whimpered in a combination of fear and sadness as he spotted some kind of large containment device on Kevin 11's back.

"Kevin 11 and Vilgax... Working together... How are yo.." Stan sniffed loudly.

"Alive? Long story, but I found Vilgax frozen in ice after he teleported out of his spaceship when you fought him. And now we're both here for revenge." Kevin 11 explained to Stan about how the two met as he clenched his left Vuplimancer fist tightly.

The Tennyson trio was also stunned by this turn of events as Max then pointed out, "Never figured you were the type to take on an apprentice Vilgax."

"Silence Tennyson! Your retribution will be swift. Now then..." Vilgax yelled at Max before he ordered Kevin 11, "Use the containment device on your back to neutralize the Omnitrix, then grab it."

Still not used to taking orders from Vilgax, Kevin 11 placed his fingers at Vilgax whilst he ranted, "Hey! I say I don't..."

With Kevin 11 and Vilgax distracted, Stan then transformed by thinking, _"Grey Matter!"_

Stan then transformed into Grey Matter as the Omnitrix recharged and saved his life.

BEEP! FLASH!

A bright flash of green light engulfed Stan as Grey Matter subsequently emerged and jumped down off Vilgax's hand.

Both villains heard the green flash before Kevin 11 warned Vilgax, "What the hell?! The brat is gone!"

Red eyes widening, Vilgax quickly spotted Grey Matter and grabbed hold of the Galvan with his large fist.

WHOOSH! GRAB!

"You can't escape me that easily Galvan..." Vilgax confidently boasted as Grey Matter then shouted out, "You're wrong! Rath!"

FLASH! SMACK! WHAM!

Upon transforming into Rath, the Appoplexian landed on the ground and roared out, "RARGH! RATH!"

"Oh crap! He's unlocked more aliens!" Kevin 11 shouted in shock as Vilgax stepped back and replied out, "An Appoplexian?! This may be harder then I thought."

Growing his claws, Rath then charged towards Vilgax and shouted out loudly, "Atomic Haymaker!"

WHOOSH! SLAM! CRASH!

Vilgax's was punched in the jaw as the Chimera Sui Generis was sent flying over the edge.

Reacting quickly, Vilgax's thick claws then grabbed hold of the side of the cable car as Rath turned and faced Kevin 11.

"Let me tell ya something you mutant freak, You've pissed me off a lot!" Rath angrily raged at Kevin 11 who growled back and attempted to punch Rath.

WHOOSH! GRAB!

Grabbing hold of Kevin 11's Petrosapien arm, Rath then chuckled darkly and slammed his head directly onto Kevin 11's face.

WHOOSH! SLAM! CRACK!

"Nuclear Headslam!" Rath yelled out as Kevin 11 screeched in pain, "RARRGGH!"

Not impressed, Kevin 11 then tried to punch Rath only for the Appoplexian to roll forwards and avoid the blow.

"Missed me! Rath thinks you're boring." Rath mocked Kevin 11 as he stumbled back to the cable car pylon.

Watching the duel, Vilgax then realized, "What's this? The child seems to have gained new control over the Omnitrix... He must have unlocked the Master Control function!"

WHOOSH! SLAM! THUNK! SPARK!

The cable car pylon briefly sparked as Kevin 11 flashed his sharp teeth and sprinted towards Rath.

Grinning slightly, Rath dodged by sidestepping out the way as Kevin 11 then tumbled off the cable car.

"NO!" Kevin 11 shouted out as he plunged off the cable car as Rath couldn't help but laugh loudly.

"Yeah! That's right... You'd..." Rath rambled on as Kevin 11's Kineceleran tail wrapped around Rath's right foot grabbing him.

WHOOSH! GRAB!

"WHY RATH?!" Rath dumbly shouted out as he tumbled downwards over the edge along with Kevin 11.

Slowly recovering, Vilgax climbed back onto the cable car as the Tennyson trio spotted the two aliens falling downwards.

As Kevin 11 plummeted down to the ground, Rath then grinned and yelled out, "GHOSTFREAK!"

FLASH!

A bright flash of green light occurred as Kevin 11 looked up and saw the familiar Ectonurite with the purple eye floating upward into the sky.

"See ya... Wouldn't want to be ya..." Ghostfreak taunted Kevin 11 as the mutant hybrid slammed onto the barge.

WHEE... SLAM! CRASH!

Dust and debris flew off the metal barge as Vilgax then jumped off the cable car right above Ghostfreak.

Chuckling slightly, Ghostfreak then looked up and saw Vilgax about to crush him.

In response, Ghostfreak activated his intangible ability and faded through Vilgax.

WHOOSH!

"Nice try..." Ghostfreak darkly wheezed to Vilgax as he plunged and landed on the barge.

SLAM! CRASH! CRACK!

The barge then began floating down the rapids as the Tennyson trio watched on.

SNAP! Groan...

The cable car cable then began snapping as everyone called out loudly, "STAN!"

Shocked, Ghostfreak then spotted the cable snap and fail as the cable car plunged into the river.

SNAP! CRACK! WHOOSH!

Quickly floating in the air, Ghostfreak then called out, "Stinkfly!"

FLASH!

Transforming into Stinkfly and already floating in the air, the Lepidopterran then flew towards the cable car and grabbed each member of the Tennyson trio in his claws.

WHOOSH! GRAB! ZIP! SPLASH!

The cable car then impacted and sank into the water as bubbles of air pressure leaked out.

On the barge, the dazed villains looked around before Kevin 11 muttered, "Urgh... What happened?"

"It seems we may have to rethink our strategy." Vilgax ranted on before he froze in shock.

Confused, Kevin 11 turned around as the pair of villains were greeted with a huge waterfall.

And yes there was jagged and spikey rocks at the bottom like any dangerous waterfall would have.

"ARGGH!" The pair of villains screamed as they plunged over the waterfall and into the murky water below.

WHEE... KA-SPLOSH!

Meanwhile on a nearby road...

Flying near the road, Stinkfly then landed and placed Max and Gwen on the ground whilst Ben climbed off his back.

"You three okay?" Stinkfly questioned everyone.

"Were fine. But what about you?" Max questioned Stinkfly.

Nodding back, Stinkfly then stated, "Stan!" And transformed back to normal.

FLASH!

Emerging from the bright flash of green light with the Omnitrix in its normal state, Stan then bluntly informed the group, "I'm going after Vilgax and Kevin 11."

Ben and Gwen looked at Stan in shock as Max then warned Stan, "Stan, you can't beat them both. It's not worth the risk. Together they're too powerful for you to handle."

Staring back at Max, Stan then sighed and rambled on, "Look. I have to do this, they want the Omnitrix and me. I have more than enough power to overwhelm them both. I just need to keep changing alien forms to confuse them so that I'll eventually win. I'm sorry everybody. XLR8!"

FLASH!

Transforming into XLR8, the Kincerlean's mask then covered his bright green eyes, before he ran off into the distance leaving the Tennyson trio behind.

WHOOSH! ZIP!

"He sounds pretty confident." Gwen remarked as Ben suggested, "Yeah, maybe Stan does have a good chance to win."

"You're both right. But I think that Stan is too confident. That is what worries me." Max nervously remarked before he said to the kids, "Come on. We need to head back to the Rust Bucket. I've got a surprise waiting there."

Shrugging, both Ben and Gwen followed Max as they walking across the road back to the Rust Bucket.

At the same time at the bottom of the waterfall...

On a large rock, the ruins of the decaying barge floated off as Kevin 11 and Vilgax recovered.

"Urgh... This sucks..." Kevin 11 complained as he spat out some water from his mouth as Vilgax shook his tentacles dry mumbling, "Annoying water..."

With his tentacles dry, Vilgax then took out his DNA from his hyperspace inventory and held it out.

The DNA scanner beeped numerous times as Kevin 11 pointed out, "We should be right on top of him, Vilgax."

"Or... He's upon us!" Vilgax shouted out in shock as a shadow covered the two villains.

Looking up, Cannonbolt's familiar ball form then rolled down as he shouted out, "Suprise!"

Whirrr... Rumble... THWOOSH! SLAM!

Vilgax and Kevin 11 managed to avoid being crushed by Cannonbolt as then unmorphed from his ball form and called out, "Gadget Cat!"

FLASH!

Cannonbolt then transformed into the black-furred Lombax who clutched his Omni-Wrench in one arm.

"So? Ever dealt with a Lombax before?" Gadget Cat sarcastically asked the villains as his Omni-Wrench changed into another weapon as green digital dots surrounded it.

WHOOSH! ZAP!

The weapon generated this time was a rather baffling one that Kevin 11 and Vilgax were slightly creeped out by not knowing what Gadget Cat was capable of.

The weapon was a medium-sized machine that had a double handle that extended outwards with the colour scheme being a dark grey with light green illuminated stripes running across the weapon.

And at the end was a...

Living creature.

Instead of having a regular weapon chamber, the handles of the weapon were connected to an orange frog-like alien that had no limbs. Instead, the alien had a large puffy face with two green eyestalks that extended outwards above with the cheeks inflating in and out.

"What is that?!" A stunned Kevin 11 asked Vilgax.

"A Xenogate? It would appear that the weapon has been modified for biological warfare." Vilgax replied to his colleague.

Grinning happily, Gadget Cat then stated, "Cool... A Sonic Eruptor. The best part about this gun? It burps."

Pressing the trigger on the gun, the Xeongate's cheeks inflated before...

BURP! WHOOSH! BLAM!

A belch of gross air blasted over Vilgax and Kevin 11 sending them stumbling back slightly as the Xenogate's mouth closed.

Grossed out, Kevin 11 then bloodthirsty yelled, "You damn cat! I'm going to make you pay for that!"

"Agreed! This Terran lifeform is pathetic!" Vilgax replied just as annoyed.

"Bring it on! I'll just keep fighting!" Gadget Cat shouted back as the three charged back into combat.

BURP! WHOOSH! BLAM! SLID!

As Vilgax and Kevin 11 attempted to swipe him down, Gadget Cat used his acrobatic skills with the Sonic Eruptor weapon to stun his foes and gross them out.

At the same time back on the Rust Bucket...

Creak... THUD!

The Rust Bucket door slowly opened up as Max lead Ben and Gwen into the RV.

"So what's this surprise you were on about earlier?" Ben asked Max who ignored him.

Moving over to a hidden panel on the ceiling, Max then placed his hand against a scanning device.

BEEP... Whirr...

"I stashed something here that should take care of both Vilgax and Kevin 11," Max informed the kids as one of the shelves moved down and opened up.

Inside the compartment was something the kids had not seen in ages, The Null Void Projector.

"The Null Void Projector? I thought we left that back at the Plumber's bunker in Mount Rushmore." Gwen recalled remembering the incident with Phil Billings.

Grabbing the projectile weapon, Max turned around and pointed out, "I decided that it might come in handy again someday. Unfortunately, I was right."

"Well. Here we go again." Ben murmured in disbelief.

Back at the waterfall at the same time...

Hiding behind a lone rock, Gadget Cat remained quiet as he strongly held onto his Omni-Wrench weapon as Kevin 11 barked like a chicken.

"Bwarck... Bwarck! Come on out Hopkins, you chicken..." Kevin 11 muttered as he looked around.

Unimpressed with Kevin 11's antics, Vilgax then spotted the Rust Bucket drive and park in the middle of the Rainbow Bridge.

"Enough with your foolishness!" Vilgax strongly criticized Kevin 11.

Facing Vilgax, Kevin 11 listened as Vilgax explained his plan, "The old man and the children are the keys. Once we have them, the brat will come to us."

"Oh... That makes sense. Sorry for acting like an idiot." Kevin 11 apologised for his behaviour to his villainous partner.

Vilgax merely nodded back as the two villains stomped off towards the bridge.

Peering out from behind the rock, Gadget Cat scowled slightly as he began thinking, _"I've got to find a way to stop those two for good. No more messing around."_

A few moments later on the Rainbow Bridge...

On the Rainbow Bridge, Max and the kids had nearly set up the Null Void Projector when Vilgax's giant foot slammed on the road behind them.

WHOOSH! THUD! WHOOSH! THUD!

Turning around, Ben spotted Kevin 11 and Vilgax standing together as then called out, "Oh man! Grandpa, Company!"

Facing the duo of villains, Max confidently stared at the two as the villains stomped forward.

"Oh, Benji... When I'm done with Hopkins, you and the girl are next..." Kevin 11 chuckled madly.

Agreeing with Kevin 11, Vilgax then taunted Max by saying, "When I have the Omnitrix, I shall enjoy tearing you apart, Tennyson!"

"Why wait? Come and get me!" Max mockingly replied as he aimed the Null Void Projector at Vilgax and pressed the trigger.

Flick! BLAST!

Both Vilgax and Kevin 11 managed to avoid being hit by the yellow beam as it froze in mid-air before expanding and becoming a yellow portal.

WHOOSH! BZZT!

Then Shocksquatch landed on the ground nearby and called out to Max, "No worries. I've got them eh!"

Not knowing what the portal was for, Shocksquatch activated his electrical powers and sprinted to the pair of villains.

ZAP! SPARK! WHOOSH!

"Stan! No! Stay back!" Max tried to warn Shocksquatch only for his plea to be ignored as Gwen yelled out, "That's the Null Void projector portal!"

Both Kevin 11 and Vilgax were dragged back by the force of the portal as Kevin 11 was sucked in first.

"ARGH! What's happening?! Kevin 11 shouted in horror as he was sucked into the portal.

WHOOSH! BZZTT! ZAP!

"The Null Void! NO!" Vilgax realized just as he was sucked into the portal after Kevin 11.

WHOOSH! BZZTT! ZAP!

Hearing Vilgax calls out the Null Void, Shocksquatch screeched to a halt as dust and rubble flew into the portal from the road.

Before Shocksquatch could fall back, Vilgax's thick claw then grabbed Shocksquatch's face.

WHOOSH! GRAB!

"MPH!" Shocksquatch screamed in distress as he to was sucked into the Null Void.

WHOOSH! BZZTT! ZAP!

"STAN!" Everyone shouted out just as the Null Void portal closed sealing the group of three inside the Null Void.

Inside the Null Void...

WHOOSH! BZZTT!

The yellow portal opened up as Kevin 11, Vilgax and Shocksquatch fell out and landed on a rocky meteorite.

SLAM! THUD!

Groaning and opening up his yellow eyes, Shocksquatch noticed that he wasn't on Earth anymore.

"Urgh... Maybe that wasn't such a good idea Eh..." Shocksquatch pointed out as the Null Void portal sealed shut.

Standing upright Kevin 11 looked around at the Null Void in awe as did Vilgax who had previously been to the dimension.

The Null Void is an alternate dimension which was discovered by the Galvan Race many centuries ago in an unknown time.

Subsequent expeditions to the realm lead by Azmuth showcased a barren and desolate dimension filled with thousands of floating rocks that extended on for miles with the sky a blood-red colour.

Despite the harrowing conditions, the Galvans discovered many sapient animalistic species within the region that were similar to their regular counterparts in the main dimension.

As a result, the Galvan race established a penal colony where many dangerous criminals were locked up having been sealed away in the dimension by the Rooters.

Since the discovery of the Null Void in the centuries that had passed, more dangerous sentient species had migrated to the dimension from all corners of the Universe having either been locked up or sent there on purpose.

"Where are we?" Kevin 11 questioned Vilgax as he stared at the galactic tyrant.

"The Null Void. An alternate dimension where the galaxy's worst of the worst are banished. I believe that if the multiverse theory is correct, there could be alien species from unknown dimensions we know little about that thrive here. Or if you prefer it in your Terran words, It's hell." Vilgax fully explained as he pinned down Shocksquatch with his right arm.

Grinning cockily, Kevin 11 bluntly declared, "Well, I'm the worst of the bad!"

Rolling his yellow eyes, Shocksquatch then spotted a pack of Null Void Guardians flying towards the three of them.

"Oh yeah Eh? Why don't you tell that to them." Shocksquatch informed Kevin 11.

The leader of Null Guardian herd roared, "HISSS!" as the swarm began attacking Vilgax and Kevin 11.

WHOOSH! FLAP! SLAM!

The Null Guardian leader slammed into Vilgax as Kevin 11 began fighting off numerous Null Guardians which attacked them both.

Now free from Vilgax's grasp, Shocksquatch called out, "XLR8!" And transformed into the Kincerlean.

FLASH!

XLR8's mask covered his face before he mocked the duo of villains, "Catch me if you can!"

WHOOSH! ZIP!

Turning around, Vilgax then spotted XLR-8 running off into the distance as he boomed out, "NO!"

Running across the large meteorite, XLR8 screeched to a halt once he saw the edge of the meteorite approach.

WHOOSH! SCREECH!

Looking around the area, XLR8 briefly mused, _"I'm not sure what I can compare this Null Void dimension too. I guess the closest comparison I can make is the Speed Force dimension that the Flash uses. I'd better keep moving. Stinkfly!"_

FLASH!

As the bright green light faded, Stinkfly flew off into the Null Void by flapping his wings to escape and find a good place to hide.

WHOOSH! FLAP! ZIP!

Unimpressed that Stan had managed to escape, Vilgax then leapt off the large meteorite and on top of the Null Guardian leader.

WHOOSH! THUD!

"HISS!" The Null Guardian shrieked in pain as Vilgax slowly gained dominance over the animal.

Placing his thick hands on the gills of the animalistic alien, Vilgax was able to control and ride the alien.

"Yes... That is a good Null Guardian." Vilgax complemented his new pet as he flew down towards Kevin 11 who was standing near some beaten Null Guardians.

Shrugging at Vilgax, Kevin 11 questioned him, "What was that all about?"

"Respect. I command it even here." Vilgax replied to Kevin 11 who walked over.

"Well good for you. But what about Stan?" Kevin 11 demanded his ally.

"Max Tennyson will attempt a rescue. We must find him and extract the Omnitrix before that. Or we'll be trapped in here forever." Vilgax warned Kevin 11 as he nervously squinted his eyes.

Now knowing how severe the situation was, Kevin 11 nodded back and told Vilgax, "Then we'd better find him asap."

At the same time back on Earth...

The wind howled on the Rainbow Bridge as Ben and Gwen sat slumped outside the Rust Bucket as the side was wide open.

"Oh man... This sucks. I'm so worried about Stan." Ben sadly muttered as Gwen couldn't help but agree with him.

Ever since she had met Stan at the start of the summer, Gwen knew just how much the friendship between Ben and Stan mattered along with her relationship with Stan.

Sure they had a few arguments, But she and Stan had forged a strong and caring relationship being great friends.

But recently, Gwen was feeling somewhat odd around him.

Sometimes when they had a friendly discussion her heart would flutter and feel odd.

It felt like a nice sensation where her joy would slowly feel happy and excited.

Even she didn't know what was happening when she was around Stan.

She wondered if Stan felt the same way considering he sometimes blushed and sweated when he was around her in heartwarming moments.

Thump!

Max then stepped outside the Rust Bucket wearing a jetpack on his back, an equipment belt with some futuristic grenades, with a radio earpiece covering the left side of his mouth.

Max was also wearing black issued Plumber gloves and carried the Null Void Projector in his left hand.

"I'm going in after Stan," Max informed Ben and Gwen as he aimed the Null Void Projector and fired open a portal.

Flick! BLAST! WHOOSH! BZZTT!

"You can't!" Gwen said worried about Max.

"I have to. I promised his mother, Emily, that I would keep him safe no matter what." Max bluntly said to the kids dropping another bombshell.

"Wait to say what?! You mean you promised Stan's mom? But why would you do that when she wouldn't know anything about the Omnitrix?" Ben then questioned Max.

Realizing what he had done, Max sighed and remarked back, "I'll explain another time. But right now I have to save Stan."

Thinking of another idea, Gwen then suggested to Max, "But Grandpa, you're the only one who knows how to work that thing. I'll go."

"Not Gwendolyn. It's far too dangerous. The Plumbers dubbed the Null Void 'Hell'." Max defiantly replied as he turned off the Null Void Projector.

BZZTT... Whirr...

"It's our best chance of getting Stan out there, Grandpa and you know it," Ben remarked to Max as Gwen crossed her arms.

Shaking his head, Max sighed reluctantly and pointed out, "Fine... Just fine. But I only have enough equipment for one of you to go. So make a choice."

Ben and Gwen stared at each other before Ben sighed and reluctantly stated, "Urgh... I don't think I should go."

"Why not?" Gwen asked Ben as he briefly explained, "I think I'm not strong enough to save Stan. Plus I'd just screw up the rescue because I don't have any powers."

"Ben. You don't need powers to be a hero, It's the fact that you care and respect others that counts." Max gently responded to Ben.

"Thanks, Grandpa. So Gwen, how do you feel about rescuing Stan?" Ben bluntly asked her.

Nodding back, Gwen bravely said, "I will save him. He's saved us so many times. It's time to repay the favour."

Back in the Null Void at the same time...

WHOOSH! BLAST!

"Ah, nuts! There's got to be an exit somewhere!" Heatblast remarked as the Pyronite rode on his heat generated flame cloud across the sky of the Null Void.

A few moments ago, Stinkfly had managed to find a secure hiding place when Kevin 11 managed to sniff him out.

Subsequently, Stinkfly had transformed into Heatblast and was now trying to escape again.

There was one thing that worried Heatblast however.

How long could he keep using the Omnitrix for before he ran out of energy and became shattered?

Turning his head back, Heatblast spotted Vilgax riding on the Null Guardian herd leader as Kevin 11 rode behind him.

"Just surrender Hopkins! And I promise that your demise will be swift!" Vilgax warned Heatblast.

Not paying attention, Heatblast increased the speed of his flame cloud by generating more heat into it.

WHOOSH! BLAST! ZIP!

Flying past the floating meteorite's, Heatblast then plunged downwards as the massive horde of Null Guardians plunged after Heatblast.

"Okay... I've just got to keep..." Heatblast rambled on just before a Null Guardian crunched him pinning the Pyronite in its gaping mouth.

WHOOSH! FLAP! CRUNCH!

"ARGH!" Heatblast called out in pain as he lost his heat generated cloud and was stuck inside the Null Guardian's mouth.

Looking upwards, Heatblast spotted that the Guardian he was stuck in was ironically enough, Vilgax's.

"Nice catch." Kevin 11 complemented Vilgax who replied, "Indeed. Now we just need to extract the Omnitrix and escape the Null Void once and for..."

WHOOSH! BLAST!

Whilst Kevin 11 and Vilgax were talking, Heatblast placed his hands against the Null Guardian and burnt its mouth.

"HISS!" The animalistic bat screeched as Heatblast called out, "Grey Matter!"

FLASH! WHOOSH! FLAP!

Transforming into Grey Matter with a flash of green light, the Galvan leapt through the air and barely had enough time to catch his breath as the Null Guardian's swarmed around him.

WHOOSH! FLAP!

"Cannonbolt!" Grey Matter's high pitched voice called out as he transformed again into the Arburian Pelarota.

FLASH! Whirrr... Rumble... THWOOSH!

Rolling into his ball form, Cannonbolt then bounced off the meteorite's and transformed again into XLR-8 by thinking, _"XLR-8!"_

BOUNCE! WHAM! THUNK! FLASH!

Running across a meteorite, XLR8 then jumped onto another rock as he called out, "Ghostfreak!"

WHOOSH! ZIP! FLASH!

Transforming into Ghostfreak, the Ectonurite turned intangible and faded through a Null Guardian.

WHOOSH!

Then Ghostfreak peeled open his skin and ensnared his thick grey tentacles around a Null Guardian.

RIP! SLURP! SHRIMP! GRAB!

Using his strength, Ghostfreak then slammed two Null Guardian's together as he quickly retraced his tentacles back into his skin.

RIP! SLURP! SHRIMP!

Floating in the air Vilgax, Ghostfreak then decided to change again as he wheezed out, "Four Arms!"

FLASH!

Transforming into Four Arms, The Tetramand quickly jumped downwards and slammed into the Null Guardians back that Vilgax was riding.

WHOOSH! THUD! SLAM!

Somersaulting in mid-air, Four Arms then boomed out, "Gadget Cat!"

FLASH!

Emerging from the green light, Gadget Cat used his acrobatic skills and ran across Kevin 11's Null Guardian before he jumped off and shouted, "Wildvine!"

FLASH!

Still, under pressure, Wildvine used his limbs and stretched across three Null Guardian's before he boomed out, "Wildmutt!"

WHOOSH! STRETCH! GRAB! FLASH!

Roaring, Wildmutt appeared from the green light and jumped in the air over a Null Guardian before he roared out, "ROAR!" (Rath)

FLASH!

Transforming into Rath, the Appoplexian slid across some meteorites barely having time to make his usual quips before he boomed out dumbly, "DIAMONDHEAD!"

FLASH!

Morphing into Diamondhead, the Petrosapien ran and jumped over more Null Guardian's before he yelled again, "Heatblast!"

FLASH!

Using his heat generated cloud, Heatblast flew on it just as two more Null Guardian's collided near Heatblast.

WHOOSH! BLAST! FLASH!

Barely having time to call out his name, Grey Matter scrambled out of the Null Guardian's mouth as more surrounded him.

"How long is this is going to go on for?! I can't keep this up for much longer!" A panicking Grey Matter muttered before he screamed out, "ARGH!"

Back on Earth yet again...

 **(Man, is this the tenth transition in the chapter? I've lost count.)**

Gwen carefully placed a Plumber Suit over her body before Ben helped strap the Jetpack on her back.

Gwen then placed the equipment belt around her waist as the futuristic grenades were strapped on her belt.

Then, Gwen placed a grey watch around her waist and looked at the device as Max explained, "Your watch is a homing beacon. As soon as you find Stan, you can use it to lead you back to the portal."

Finally, Gwen placed the communication device on her head as she strapped the grey Plumber gloves on her hands before she faced the large yellow Null Void portal that had been set up with the Null Void projector on a tripod.

"How long does Gwen have?" Ben asked Max as he nervously crossed his fingers.

"Based on my calculations, I can only keep the portal open for about ten minutes or so." Max regretfully stated to Gwen.

Pointing his finger at Gwen's gauge, Max explained, "The gauge will go from black to green to red. Once the gauge hits the red zone. You need to get out, no matter what."

Max then placed a blue laser pistol in Gwen's right hand.

"What's this for?" Gwen nervously asked Max who bluntly replied, "Anything that's not Ben."

Silence then gripped the air as Gwen turned to see Ben and Max's wearing microphones on each of their heads.

"We'll keep you updated on the time out here. Good luck Dweeb." Ben informed Gwen before he said goodbye.

"Thanks, Doofus. And don't worry, I'll get Stan back." Gwen promised Ben as Max nodded to her.

"You should go in now. And Gwen. Stay safe." Max gently informed her.

Gwen nodded back and placed the laser pistol in her holster before she walked into the Null Void portal.

WHOOSH! BZZTT!

Walking into the portal, Gwen then plunged as she screamed, "ARGH!"

"Gwen! Use the jetpack I gave you!" Ben's voice shouted in her earpiece.

Slamming the button on the jetpack, the device activated as Gwen floated above the red sky of the Null Void.

Flick! WHOOSH! WHIRR...

Floating in mid-air thanks to the jetpack, Gwen sighed in relief and then shouted in the mic, "Thanks for the help. Dweeb."

"Quit arguing." Max bluntly told the kids before Ben could retaliate back.

Not wanting to get distracted, Gwen floated around the Null Void and observed her new environment.

"Woah... This place looks like it goes on forever." Gwen muttered in disbelief.

"It does. So keep your eyes open. I'm not even sure what's inside there." Max admitted through the mic.

As Gwen flew up past a meteorite, a small animalistic blue alien hungrily snarled at Gwen.

Shocked, Gwen noticed numerous blue aliens with some aliens having orange skin and tiger-like stripes growling as they had two arms, two feet with them having a round body.

They also had one large eye stalk extending from their head with the mouth being on the torso which had sharp teeth with their backs having spikes that rose out.

"LAAA!" The pack leader roared who had thick metallic grey skin and stripes on his body with his eye being a blood-red colour.

The one-eyed aliens then began crawling on Gwen who screamed, "ARGHHH!"

WHOOSH! THUNK! THUMP!

Tumbling down backwards, Ben then asked her via the earpiece, "Gwen! What is it?!"

"I don't know! But they have one eye and they're small, fast and annoying!" Gwen shouted back as the aliens tried to chomp her face off with their sharp teeth.

Aiming her laser pistol at the Tyharranoids, Gwen then zapped some of them with the pistol.

ZAP! SPARK! BLAM!

"WAHH!" The One-Eyed Tyharranoids screeched out like children as they were taken out by Gwen.

"One-Eyed Tyharranoids! They're small aliens that roam in packs and they are the least dangerous of the Tyharranoid race which originates from the Solana Galaxy." Max fully explained to Gwen before he warned her, "Make sure they don't chew the rocket pack!"

CRUNCH! CHOMP!

"Too late!" A panicking Gwen shouted as the One-Eyed Tyharranoid's chomped on the jetpack.

Looking at her utility belt, Gwen then hurled a grenade that blinked red numerous times before she hurled it down to the ground.

The bright red light distracted the One-Eyed Tyharranoid's as the hoard leapt down towards the grenade which crashed on a floating meteorite.

WHOOSH! THUNK! BEEP! BEEP!

"LAAA!" The pack leader communicated to his brethren as they began chewing the grenade just as it exploded.

KA-BOOM! RUMBLE...

The One-Eyed Tyharranoids were sent flying across the meteorite as Gwen sighed in relief and then flew on with the jetpack.

WHOOSH! THUD!

Landing on a sole meteorite, Stan looked around before he adjusted his glasses and called out, "Wildmutt!"

FLASH!

A bright green light covered Stan as Wildmutt then crawled on the meteorite and clung onto it before the Vulpimancer climbed underneath the meteorite.

Vilgax and Kevin 11 then landed on the meteorite with the Null Guardian horde from earlier.

Aiming his DNA scanner at the meteorite, Vilgax attempted to scan the Omnitrix's DNA sample as Kevin 11 sniffed out Wildmutt using his nose.

Noticing Kevin 11's Null Guardian peek its head over the meteorite, Wildmutt slowly crawled back before he thought, _"Grey Matter!"_

FLASH!

Transforming into Grey Matter for the fourth or fifth time that day, Grey Matter walked across the meteorite upside down as Vilgax's Null Guardian tried to chew the Galvan up.

WHOOSH! CRUNCH! WHAM!

"I grow tired of this!" Vilgax angrily ranted as Grey Matter managed to dodge the mouth and called out, "Stinkfly!"

FLASH!

Morphing into Stinkfly, The Lepidopterran then flew across the sky as Vilgax continued chasing Stan determined to acquire the Omnitrix.

Back outside the Null Void on the Rainbow Bridge...

Max patiently held the Null Void projector on the tripod as Ben then questioned Max, "How long do we have left Grandpa?"

"I'd say Gwen has about five mins remaining. If she can't get Stan out, then... God." Max rambled on sadly before he muttered, "What I am going to tell Frank and Natalie?"

Sighing in worry, Max then leant his head down at the road.

"Don't think like that Grandpa. Gwen and Stan will get out, I promise." Ben confidently reassured his grandfather.

Staring back at Ben, Max smiled slightly and pointed out, "I'm just glad you kids always see the positive side of things."

ZAP! SPARK!

The Null Void Projector then sparked and gave off green electrical sparks as Max pulled back his hand in pain.

"Oh. That looks bad." Ben nervously said as Max activated his earpiece.

In the Null Void at the same time...

"Gwen! Something's gone screwy with the projector! I don't know how much longer I can keep the portal open! You have to head back now!" Max frantically warned Gwen.

"Not without Stan! We are not leaving him in this hellhole." Gwen shouted back before she slowly calmed down and smelt something familiar.

"Wait! What's that stink?" A confused Gwen muttered just before Stinkfly flew and grabbed her.

WHOOSH! ZIP! GRAB!

Stunned, Gwen spotted the shape of Stinkfly as his four stalked eyes observed Gwen with joy before he happily muttered, "Gwen?!"

Stinkfly then hugged Gwen happily as he remarked, "Boy am I glad to see you!"

Gwen smiled happily and did not blush as she hugged Stinkfly back in relief.

With the brief reunion over, Gwen then stopped hugging Stinkfly as she told him, "The portal's closing! We have to get out of here now!"

Gwen then showed Stinkfly her radar device which was now dangerously lurking in the red zone.

"ROAR!" Something loud then roared from the ground.

Looking downwards, the two-spotted a gigantic worm alien heading straight towards them.

"ARGH!" Both Stinkfly and Gwen screamed as the Lepidopterran managed to avoid being swallowed whole by the worm.

WHOOSH! CHOMP!

Stinkfly ended up managing to fly away from the worm creature which roared out, "ROAR!" loudly.

"There's the portal!" Gwen called out to Stinkfly as the two approached it.

Feeling confident, Stinkfly then remarked, "We're going to make it! What could go wrong?!"

"PSYCH!" Kevin 11 then interrupted Stinkfly as his Null Guardian flew by.

Kevin 11 then grabbed Gwen from Stinkfly's grasp.

WHOOSH! GRAB!

Speechless, Stinkfly then turned around and spotted Kevin 11 clutching Gwen in his Petrospaien arm.

"Going somewhere without your old pal, specks?" The mutant hybrid mocked Stinkfly.

Taking no chances, Gwen took out her laser pistol and tried to kill Kevin 11 as the blue beam blasted off his Pyronite hand.

Chuckling darkly, Kevin 11 then raised his Pyronite hand and crushed the laser gun not only destroying it...

But crushing Gwen's hand as well.

CRUNCH! CRACK!

"ARGH!" Gwen screamed in pain as Stinkfly's anger slowly rose.

"GWEN! WHAT'S GOING ON?! GWEN!" Both Max and Ben's voices shouted through the radio.

"LEAVE HER OUT OF THIS!" Stinkfly shouted before he warned Kevin 11, "Or I'll..."

"You'll what?" Vilgax then interrupted Stinkfly as he appeared behind on the leader of the Null Guardian pack.

Turning at both Vilgax and Kevin 11, the galactic tyrant bluntly informed Stinkfly, "You have no chance of escape now, so surrender!"

Seeing that the odds of winning were stacked against him, Stinkfly then made his decision.

He would give up the Omnitrix in exchange for not only Gwen's safety.

But the chance to live a normal and peaceful life so that he would be a regular person.

Then again in the opportunity that was presented, as long as he negotiated with Kevin 11 and Vilgax, he and Gwen should be able to head back to Earth.

Landing down on a sole meteorite, Stinkfly then transformed back into Stan.

Possibly for the last time.

FLASH!

Emerging from the green light, Stan shook his head briefly before he glared at Vilgax and Kevin 11.

"Let her go and you can have the stupid Omnitrix!" Stan bravely informed the villains.

Vilgax and Kevin 11 looked at each other in disbelief as Gwen then protested by shouting out, "Stan, No!"

"I'm sorry Gwen! I have no choice!" Stan yelled back at Gwen.

"Silence! You may negotiate your terms, Hopkins." Vilgax interrupted the argument wanting to acquire the Omnitrix.

Thinking his speech carefully, Stan then rambled on, "Okay... So look, I give you the Omnitrix and you give Gwen back whilst ensuring that you'll let me and Gwen go back to Earth. Deal?"

Kevin 11 looked at Vilgax who then stared at Stan before he rasped, "Deal!"

Both Kevin 11 and Vilgax then landed on the meteorite.

WHOOSH! THUD! SLAM!

 _"I'd better make sure that the deal works out."_ Stan nervously thought in his head as Vilgax and Kevin 11 stomped over.

"Here. Take her." Kevin 11 scowled angrily as he placed Gwen on the ground near Stan who in turn extended out his right arm towards Vilgax.

"There. Now you can remove the Omnitrix." Stan replied as Vilgax then chuckled.

"Did you think we would let you both live? Now extract the Omnitrix painfully!" Vilgax shouted at Kevin 11 who darkly said, "It would be my pleasure."

Kevin 11 then tossed Gwen to the side as she called out, "URGH!" And landed on the meteorite on her back.

WHOOSH! THUMP!

"NO! YOU LIERS!" Stan screamed in rage and shock as Kevin 11 then charged forward and punched Stan in his gut.

WHOOSH! SLAM! CRACK!

"GAH!" Stan coughed out as spit flew out of his mouth whilst Kevin 11 laughed madly, "At last! Now I will get my revenge! But first..."

Kevin 11 then kicked Stan onto the ground as he skidded near the edge of the meteorite.

"Oww... My back..." A dusty and sweaty Stan whimpered in pain as Kevin 11 then slammed his giant foot on Stan's right shoulder pinning him down.

CRUNCH!

"ARGHH!" Stan screamed in pain as Kevin 11 slowly increased his pressure on Stan's right shoulder.

Watching on proudly, Vilgax had ensured that Gwen wouldn't escape as Kevin 11 continued mocking Stan.

"Ah what's the matter? You gonna cry and beg for your mommy? Not this time." Kevin 11 darkly taunted Stan who continued howling in pain.

Struggling to overcome the pain that was flowing through him, Stan couldn't help but think about his loved ones.

His mom, Emily who was probably wondering how her son was doing.

His original dad who had helped to care and raise him only for him to go missing one day.

And all of his other friends he knew about back home he had met.

And then there was the Tennyson trio.

The wonderful and caring Max who had guided and supported him in the most desperate of times.

The cockily and funny Ben who was loyal, funny and amazing all around who was his best friend.

And then there was Gwen.

She was so nice and amazing, they had bonded together so well.

And the thought of losing them all especially Gwen was simply too much for Stan to bear.

Unable to handle this, something snapped inside Stan as rage overtook him.

SNAP!

"Grrr... I won't let you get away with this! GRRR!" Stan then ferally growled before he shut his blue eyes.

Stan's body then began shaking as the Omnitrix started to glow a bright green colour.

WHOOSH! ZAP! SPARK! BEEP!

Confused, Kevin 11 then muttered out, "What the hell!?"

Even Vilgax was shocked as he shouted at Kevin 11, "You imbecile! What have you done?!"

Gwen just looked at Stan as she realized, _"He's changing! But the question is... Into what?"_

Unlike the other transformations Stan had endured when tapping into this form, it was different.

The potential was stronger and was more emotional as a result of his rage has built up.

As a result?

The full potential of the transformation had finally been unleashed for the first time.

WHOOSH! BLAM!

Kevin 11 stepped back in shock as Stan's body slowly floated up from the ground with the green aura of Omni energy now fully covering him as his black hair slowly rose up in a flame-like pattern standing upright as he opened his dark green eyes which had black pupils in them.

"You monsters... Do you think you can kill Gwen and take the Omnitrix? Well no more chances, the pair of you... You've pushed me too far..." Stan warned them as his youthful voice seemed gruffer and deeper.

Then, Stan's bright green eyes increased in size as his spiked hair flashed into a dark green colour as the aura of Omni energy expanded around him.

"AND NOW IT'S TIME TO PAY!" Stan screamed as his energy aura exploded around him with his eyes now a dark green pupil with a bright black iris in both eye pupil.

THWOOSH! WHAM!

A huge aura of Omni energy leaked off Stan revealing his new transformation as the wind howled wildly around him.

The explosion of power was so strong that Ben and Max heard the explosion of power in Gwen's radio device.

"An Omni-Evolution State... Impossible..." Vilgax muttered in fear as Gwen looked in awe at Stan's new transformation.

The Omni-Evolution State caused Stan to gain a green aura of Omni energy with the aura flowing and moving around him.

The biggest change was that his eye colour was now a dark green colour with most of his clothing and the Omnitrix remaining the same.

Also, his hair was now spiked upwards like a raging fire with the hair being a dark green colour along with his eyebrows surprisingly enough also being dark green.

As for clothing, his white t-shirt and blue trousers floated up briefly as his brown glasses reflected the green energy being emitted from his body.

For those that want a logical explanation for the form, The Omni-Evolution transformation is a state of being that Stan first unlocked during the battle with Vilgax and Kevin 11 in the Null Void.

So basically whenever Stan was tapping into the power of the Omnitrix over the past two months, his body slowly built up the Omni energy which was stored in his cells and DNA.

As the weeks progressed and Stan became more skilled with the Omnitrix, the Omni energy continued to build up inside of him whenever he was pushed to using to his limits.

In all those other circumstances, Stan ended up using the Omnitrix and was not pushed to use his Omni Evolution form.

This transformation gives Stan enhanced strength and reflexes whilst also giving him the ability to use energy blasts for a certain period of time.

Whilst the form is powerful and makes Stan stronger, there is one massive drawback to the unique form.

Because of his young body, the form only lasts a few moments and can not be used all the time because it takes a while for the Omni energy to build up within Stan.

With a name now confirmed for the transformation, Omni-Evolution Stan looked at his body in awe and wonder with a focused expression.

"What is the... That's messed up man!" Kevin 11 mumbled in shock as Vilgax and Gwen remained silent.

Looking over his transformed state, Omni-Evolution Stan then glared at Vilgax and Kevin 11 before he calmly stated, "I don't know how I got this power. But I all I know is that you two are screwed!"

"Don't get so cocky just because your hair spiked up with a stupid colour change!" Kevin 11 defiantly yelled before he charged towards Omni-Evolution Stan.

"Stop! You will be beaten easily!" Vilgax warned Kevin 11 who yelled back, "I don't take orders from you!"

Grinning, Omni-Evolution Stan didn't move as Kevin 11 then punched him which didn't affect the transformed Stan in the slightest manner.

WHOOSH! GRAB!

Omni-Evolution Stan then floated off the meteorite and grabbed hold of Kevin 11's Petrosapien arm.

"RARGH! Let go of me!" Kevin 11 howled in fury as Stan calmly increased his grip on the arm.

CRUNCH!

"Tell me... Kevin. How many people have you harmed in space hmm? Hundreds?" Omni-Evolution Stan mocked Kevin 11 as he cracked one of the Petrosapien's fingers.

CRACK!

Gritting his teeth in fury, Omni-Evolution Stan then ranted on, "Or how about the chaos you caused to my friends and family back on Earth? The time you mimicked me!"

CRACK!

"ARGH!" Kevin 11 howled in pain as Omni-Evolution Stan then dragged his face close to Kevin 11's eyes.

"Tell me... Do you bleed?" Omni-Evolution Stan quoted before he aimed his left hand at Kevin 11's face and charged up a yellow energy beam from it.

"Hey! I was only joking earlier! No need to do this!" Kevin 11 tried pleading for mercy.

Not wanting to permanently traumatize Kevin 11 again, due to his kind nature, Omni-Evolution Stan scoffed and then slammed his left fist into Kevin 11's gut.

Painfully.

WHOOSH! SMACK! WHAM!

"GAH!" Kevin 11 howled in pain as Omni-Evolution Stan floated back.

Placing his hands together, Omni Evolution Stan then cried out, "HAH!" And fired dozens of yellow energy beams at Kevin 11.

WHOOSH! BZZTT! BLAM! THOOM! RUMBLE!

The yellow energy beams blasted Kevin 11 numerous times as a smoke cloud covered him.

When the smoke cloud vanished, a battered and injured Kevin 11 was knocked out on the ground as he had been overwhelmed by Omni-Evolution Stan's power.

The Omnitrix containment device had also been discarded across the meteorite near Vilgax.

"Urgh... But how?" Kevin 11 groaned loudly as the transformed Human turned to face Vilgax.

"You're next." Omni-Evolution Stan warned Vilgax as he slowly walked over to confront him.

Still gripping Gwen tightly, Vilgax threatened Gwen by saying, "Don't you come any closer you nightmare! You can't harm your loved one."

Pausing slightly, Omni-Evolution Stan chuckled and sarcastically said, "Oh really? Is that your great plan? Even I don't know how strong I am in this state. I'd say that..."

Omni-Evolution Stan then stopped talking before he gasped out, "GAH!" And fell on his back down on the ground sweating in pain.

WHOOSH! BZZTT! SPARK! ZAP!

The green Omni energy aura that leaked out from the Omnitrix then slowly vanished around Stan as his dark green hair and eyebrows slowly changed back to black as his fiery hair fell back down to its natural combed state.

"Urgh... What happened?" Stan groaned in pain as he closed his dark green eyes and reopened them revealing the bright blue eyes Stan normally had with the Omnitrix now in its red recharging mode.

Sighing in relief, Vilgax quickly tossed Gwen to the side as he stomped over to the Omnitrix containment device before he muttered, "That was far too close. If you want something done, then I'd best extract the Omnitrix myself."

Grabbing hold of the containment device, Vilgax then stomped over near Stan and placed the containment device above his right arm where the Omnitrix was.

THUD! CLAMP!

The Omnitrix then beeped and finished recharging as it flashed from it's red colour to the bright green colour.

BEEP! ZAP! SPARK!

Feeling the Omnitrix glow green, Stan woozily turned his head and watched in horror as the Omnitrix peeled off his skin like a banana skin being ripped off.

ZAP! SPARK! CRACK!

Watching the dial flash between all the aliens he could turn into, Stan gritted his teeth in pain as tears leaked out of his blue eyes.

 _"Well, I guess this is the end."_ Stan sadly realized as the Omnitrix finally peeled off his right arm and landed in the containment device.

WHOOSH! THUNK!

Immediately, Stan felt his DNA slowly change back to normal as the connection he had with the Omnitrix faded away as if it was never there to begin with.

In short, he was back to his normal plain self at the start of the summer.

Watching the trapped Omnitrix in the containment device, Vilgax smiled happily as a blue metallic sphere clamped around the Omnitrix sealing it in a pod.

"At long last! I've acquired the Omnitrix!" Vilgax confidently declared as he tossed the containment device into the Null Void below having grabbed the pod first.

Managing to recover from his injury, Kevin 11 stood up from the ground and mockingly stated, "Well goodie for you. Now can we get out of here?"

Vilgax nodded to his ally as the two villains regrouped together.

Leaning up from the ground, Stan then cockily informed Vilgax, "Heh. Even if you get the Omnitrix on your arm, you won't be able to figure out the Master Control function. You probably reset it."

"Interesting, you appear to have lost knowledge of transforming into the Omni-Evolution state. It must have been your primitive childlike brain." Vilgax concluded.

"I don't know what you're rambling on about. But you still can't access the Master Control function." Stan pointed out.

Rolling his red eyes, Vilgax then boasted, "Cracking the control combination is child's play for a master of the Omnitrix. Now then..."

Kevin 11 then grabbed hold of the sphere from Vilgax's arms and snatched it away from him.

WHOOSH! GRAB!

"WHAT?! TRAITOR!" Vilgax angrily ranted as Kevin 11 chuckled loudly, "But who says you'll ever get it? Vilgeek? You're such a dumbass."

Kevin 11 then whistled loudly as a Null Guardian flew over as he jumped onto it.

WHOOSH! THUMP!

"You will suffer for your treachery!" Vilgax threatened Stan as he stomped over and jumped onto his Null Guardian leaving Stan behind.

THUD! THUD! WHOOSH! THUMP!

Slowly getting up from the ground, Stan looked at the Null Void portal determined to escape.

Using her jetpack, Gwen then flew towards Stan and called out, "Stan!"

Looking up, Stan smiled and grabbed hold of Gwen's hands just as she flew over him.

WHOOSH! GRAB!

"Thanks for saving me, Gwen!" Stan thanked Gwen before he asked her, "Do you know what this Omni-Evolution thing is?"

Thinking about every time Stan had been pushed to his limit and recalling the transformation Stan used, Gwen explained, "Yeah, the Omni-Evolution form is some kind of transformation that doesn't change you. It seems to make you stronger as you can fly and use energy blasts."

Stunned by the information Gwen was disclosing to him, Stan smiled in excitement and stated, "Awesome! I could be amazing with that form. I guess it's a last resort type from then?"

"Yeah, you can only use that form when you are pushed too far, that might also explain why you can't remember much afterwards when you revert. The form is very strong." Gwen hypothesized.

Looking ahead, Stan spotted Kevin 11 and Vilgax as a very stupid idea then came into his head.

"Hey, Kevin 11!" What about your revenge?! I'm still alive!" Stan mocked the mutated hybrid.

Recalling everything Stan had caused him, Kevin 11 bluntly called out, "I figure leaving you stuck in here with your archenemy is still pretty sweet."

Kevin 11 then looked at the sphere that encased the Omnitrix as he remarked, "And if I can use this thing to take over the Earth, then that's even sweeter!"

Back on the outside on Earth...

ZAP! SPARK!

Max and Ben struggled to control the Null Void Projector just as it exploded with energy.

BLAM! ZAP! SPARK!

Max and Ben stood back as the energy lashed out of the device increased significantly as the portal got smaller with every passing second.

"Guys! Get out before it's too late!" Max shouted into the microphone as a nervous Ben muttered, "Oh my god... This is going to be so close."

Back in the Null Void at the same time...

Leaping off the Null Guardian pack leader, Vilgax then plummeted towards Kevin 11 as he boomed out, "No one betrays Vilgax!"

WHOOSH! SLAM! CRACK!

Vilgax and Kevin 11 tumbled off the Null Guardian's as the two villains punched each other violently numerous times whilst they fell into the depths of the Null Void.

SMACK! WHAM! PUNCH! KICK! THUD!

"I told you. Kevin 11 takes orders from nobody!" Kevin 11 raged as the battered hybrid kept assaulting Vilgax who replied out, "You will pay for your insolence child!"

Flying by, Gwen then grabbed the Omnitrix sphere as she called out, "Got it!"

"See you around... Oh wait, you'll both be stuck here!" Stan taunted the villainous duo.

Not taking any chances, Vilgax and Kevin 11's Null Guardian's then flew underneath them and rescued them both.

WHOOSH! THUMP!

Placing her left hand out like Supergirl whilst holding onto the Omnitrix sphere, Gwen cried out, "Let's go!" Whilst Stan cheered in excitement.

Before the two kids could reach the exit, however, Vilgax and Kevin 11 blocked their escape attempt.

"Go where? Back to your miserable dimension?" Vilgax questioned Stan.

"Just give up already! You sure are persistent aren't you?" Stan jokingly told Vilgax.

"I am. But first, give me the Omnitrix and I will spare you both." Vilgax told Stan as he extended out his large claw.

Carefully observing his environment, Stan then formulated a plan to trick everyone.

"Psst. Gwen. Get rid of the Omnitrix." Stan whispered to Gwen.

"But your powers!" Gwen protested to Stan who swiftly said, "Are nowhere near as important as getting us home. Toss it now!"

Shaking her head in disbelief, Gwen then placed the Omnitrix sphere behind her back as she mocked Vilgax, "You want it? Go get it!"

"The Omnitrix will be mine!" Vilgax declared as his Null Guardian chased after the watch.

Kevin 11 then smirked as Stan then decided to trick Kevin 11 once and for all.

Dropping down from Gwen, Stan landed on a meteorite and yelled out to Kevin 11, "Hey, Kevin! Do you want me? Then come and get me!"

"Stan, No!" Gwen protested in shock as Kevin 11 grinned ferally.

Looking up at Gwen, Stan informed her, "I know what I'm doing! Now get out of here!"

Cackling madly, Kevin 11 then leapt off his Null Guardian and confronted Stan.

"This time, no one will stop me!" Kevin 11 boldly declared.

"You'll just have to catch me then." Stan casually told Kevin 11.

Turning her head back, Gwen then flew back into the Null Void portal returning to Earth.

WHOOSH! BZZTT!

Raising his Petrosapien arm into a sword, Kevin 11 then tried to slice Stan in half.

Smirking, Stan then dodged the attack and leapt onto Kevin 11's Petrosapien arm before he jumped on Kevin 11's face.

WHOOSH! WHAM!

"RARGH! YOU LITTLE SHIT!" Kevin 11 screeched madly as Stan giggled out, "Missed me!"

Landing on a meteorite, Stan then slid down it before he jumped over another meteorite and jumped to the Null Void portal.

"I WON'T LET YOU ESCAPE!" Kevin 11 continued screeching as he flew up and tried to grab Stan.

Only for the young child to jump into the portal just as it sealed shut.

Stranding Kevin 11 and Vilgax in the Null Void.

For a long period of time.

WHOOSH! BZZTT!

"NOOOOOOOOO! DAMN IT ALL!" Kevin 11 yelled in rage, annoyed that he was unable to get his revenge.

Back on Earth...

WHOOSH! BZZTT!

Tumbling out the Null Void portal, Stan landed facefirst on the roadside.

"Urgh..." Stan briefly groaned in pain as he slowly recovered and spotted the Tennyson trio standing near the sparking Null Void Projector.

"Stan! Gwen!" You're alright!" A relieved Max happily praised as Ben ran over to the group just before Max eagerly hugged everyone.

"So what happened in the Null Void? How did you beat Vilgax and Kevin 11?" Ben eagerly questioned Stan.

"We trapped them in there. So it should be impossible for them to escape." Gwen then told Ben as the kids separated.

Smiling slightly, Stan then remembered that he lost the Omnitrix in the Null Void.

"Well... Mostly alright. I lost the Omnitrix." Stan sadly mused as he showcased his bare right arm where the Omnitrix had once been.

Max and Ben's eyes widened in shock as they stared at Stan in a mixture of varying emotions.

"Stan, I'm sorry." Max said to Stan who shrugged and replied, "Thanks for that. I mean I always did want a normal life again. With the Omnitrix now sealed off and gone, I can just be a normal kid again I guess."

"Listen, Stan, about the Omnitrix," Gwen said to Stan.

Looking at Gwen in confusion, Stan then lowered his head and sadly stated, "I know. You were right, I got cocky with it and I abused the power of the Omnitrix leading to all sorts of disastrous events."

"Hey, that wasn't your fault half the time. It was just bad luck." Ben spoke suggesting his theory on the events that had occurred over the summer.

Moving his head up, Stan then remarked, "Guess that won't happen again since I'm back to being plain old Stan."

"Stan, that sacrifice you made for me was pretty impressive. So here, I have a present for you." A grinning Gwen informed Stan.

"A present? Well, I don't mind considering how nice you are." Stan casually complemented Gwen.

Blushing slightly at Stan's complement, Gwen then grinned and told Stan, "Okay, maybe I'll just keep it for myself then."

Gwen then reached behind her back and pulled out...

The sphere the Omnitrix was trapped inside off.

Speechless, Stan grabbed hold of the sphere and muttered in shock, "But... How did you?! I saw you throw the Omnitrix away!"

"Would you think I would throw the Omnitrix away? No way I would." Gwen reassured Stan.

Feeling confused, Stan then questioned everyone, "But if this is the Omnitrix, then what did you throw away?"

Smirking, Gwen then told Stan, "I think Vilgax is just about to find out."

Speaking of which back in the Null Void one last time...

WHOOSH! FLAP!

Vilgax's Null Guardian chased after the fake sphere that Vilgax thought contained the Omnitrix before Vilgax then jumped off and grabbed hold of the fake sphere.

WHOOSH! THUD! SLAM!

Landing on the dirt ground in a thick cave, Vilgax held the sphere upwards before he loudly boomed out, "Yes! The Omnitrix is mine!"

Looking at the sphere, Vilgax then noticed it extended into a grenade which then blew up in his face.

BEEP... BEEP... KA-BOOM!

Dust and smoke covered Vilgax as he discovered he had been tricked and beaten once again.

Red eyes twitching violently, Vilgax then snapped as his sanity got worse.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Vilgax shrieked loudly as his scream echoed throughout the tunnel.

Lowering his head in anger, Kevin 11 then flew down using his Lepidopterran wings as he taunted Vilgax, "Nice job, Squid Head! You blew it for both of us!"

"This is your fault you mishappen abomination! I will make you suffer!" Vilgax shouted back at Kevin 11.

Rumble...

"ROAR!" The giant purple worm from before hungrily roared as it prepared to consume Vilgax and Kevin 11.

Quickly acting, the duo of villains retreated upwards as Vilgax cruelly thought, _"I don't know how, but one day I shall come back and kill you myself, Hopkins!"_

Back on Earth at the same time...

Holding the sphere with the Omnitrix trapped inside of it, Stan stood away from the Tennyson trio.

"Now are you sure this is what you want? This could be the last ever chance you get to live a normal life." Max reminded Stan.

Looking back at Max, Stan then rambled on and told him, "If you told me that at the start of the summer, I would have hidden this thing and buried it. But now? The Omnitrix is a part of who I am and what I represent for humanity. I don't know if it was my destiny to find this watch or not... But whether it was or not doesn't matter. Because If I know one thing, The possibilities are never-ending."

"Go for it." Ben supported Stan as Gwen nodded as well.

Nodding back, Stan then watched as the sphere opened up.

HISS... WHOOSH! BEEP!

A massive light of green Omni energy erupted from the capsule as Stan watched in awe with the Omnitrix floating out of the sphere.

Discarding the sphere on the road, Stan then held out his right arm and smiled happily ready to have the Omnitrix back with him.

"No going back now," Stan mumbled under his breath as the Omnitrix clamped on his right arm.

ZIP! CLAMP! ZAP! SPARK!

With the Omnitrix clamped on his right arm, Stan closed his blue eyes and felt the fifteen aliens he could transform into surging within him as his DNA rebonded with the Omnitrix reverting everything to normal.

FLASH!

The green light then vanished as Stan proudly looked at the Omnitrix on his right arm.

Tapping Gwen's shoulder, Max grinned and pointed out, "Pretty clever Gwen."

Grinning happily, Max then faced Stan and asked him, "So uh... Stan. I think you owe Gwen a big-time thanks."

Filled with wonder and happiness as his joy surged massively, Stan then walked over and hugged Gwen in a caring and compassionate manner.

"Thank you for everything, Gwen. I owe you my life." Stan mumbled behind Gwen's back as his face slowly blushed red.

Her face blushing red as well, Gwen smiled happily before she pointed out, "Same here. I'm so grateful we can support each other."

Smiling happily and knowing that romance was slowly building between Gwen and Stan, Max winked to Ben.

"What? I don't know what's going on between them." Ben shrugged back as Gwen and Stan finished their emotional hug.

Moving back from Gwen, Stan couldn't help but scratch the back of his head and think, _"Wow... Gwen is so incredible... She's so smart, caring and nice... Ah... I'm so happy right now."_

 _"Oh man... Stan is so wonderful... He's brilliant with his smart looks, the way he's dressed and his glasses... So cute."_ Gwen fangirled in her head about Stan.

Wanting to change the subject, Ben then asked Stan, "Hey, Stan, can you still use the Master Control function with the Omnitrix?"

Ears perking up, Stan stopped thinking and informed Ben, "I don't know Ben. The system reset. But I'll try and see if it works."

Closing his blue eyes, Stan then whispered under his breath, "Upgrade."

FLASH!

Stan then transformed into Upgrade via a flash of green light as the Galvanic Mechamorph proudly stood.

"Oh yes! Now, this is fantastic! I didn't reset the Master Control function!" Upgrade happily stated before he giggled happily.

"Now, remember what I said earlier though. Don't use the Master Control function too much." Max reminded Stan.

"Of course Max, after all, It's like I first said when I found the Omnitrix, 'With Great Power comes Great Responsibility.' Stan!" Upgrade rambled on before he transformed back to normal.

FLASH!

Changing back into Stan, he yawned and informed the group, *Yawn...* "Right, I'm feeling tired. It's been a long day."

"Yeah, it's been hectic today," Gwen spoke as she crossed her arms over.

"Agreed, help me clear up and we'll move on before someone spots us with the Null Void Projector," Max advised the kids.

"Same... Stan got a Master Control function and to top it all off, Kevin 11 and Vilgax are trapped in the Null Void with no sign of escaping every again." Ben spoke at the group reflected on the events that had occurred.

And so the group got to work clearing up the Null Void Projector as Stan looked out over the Rainbow Bridge.

The sun was now setting as Stan couldn't help but reflect on how far he had come once again.

Following Vilgax's first defeat, many of his old foes had returned in an attempt to get revenge with several new foes appearing as well.

Despite this, Stan discovered five new aliens that he could transform into with Ben and Gwen also becoming stronger in their unique ways.

Stan's bond to each member of the Tennyson trio had also grown even stronger than before.

Now that he thought about it...

The summer vacation was slowly approaching the halfway mark.

With half of the summer vacation already complete, who knows what would happen to him for the rest of the summer?

That was not even getting into what would happen to Stan long term, say in five or twenty years from now?

What sort of other events would occur?

Would he meet other superheroes that were different from him?

And would he meet the creator of the Omnitrix one day?

Having a good feeling that all of the above would happen, Stan smiled happily and then stared at the sun in the distance as he knew another chapter of his life had now come to a close.

The End of Season 2.

Stan 10 will return.

Meanwhile in another part of the Omniverse...

Lurking in the pitch blackness of a large purple and black dimension was a familiar figure who was stood on a metallic platform.

He came here to reflect on his stupid childlike past and how he come so far since the Chronian race had offered him the power to be a god.

It felt spectacular to be this powerful from his point of view.

The figure was a creepy male figure who was encased in a thick suit of armour which has purple streaks running upwards across it.

The back of the suit lacked a cape as the figure wore a pair of thick black gloves and black gauntlets which had matching purple streaks running alongside as well.

The top of his head was covered with a silver collar around his old neck with his head being covered by a thick black mask which had purple streaks running on it revealing his eyes and mouth...

Underneath the armour was that the male figure had thick wrinkly pale skin which had been caused due to exposure from remaining in darkness for a long period of time.

As for his eyes and mouth?

His eyes were a dark purple colour with pupils that were disturbing bright and white as his sharp crooked mouth smiled darkly.

This was Eon.

An entity who had many different counterparts all over the Omniverse.

"At last... I can finally begin my plan for this pathetic Omniverse." Eon muttered out with his deep and evil voice as he studied various dimensions.

Remembering the tragedy that had occurred to him so long ago, if not recently about her...

"Of course. She was my world." Eon sadly mused thinking about all the wonderful times he had before he chose to become Eon.

No, he couldn't get distracted with such petty thoughts like that.

Smirking in disgust, Eon then changed his expression and murmured, "Time to put my plan into action. Soon, the Omniverse will cease to be and a new and glorious multiverse shall rise in its place."

Smiling madly with a slasher smile, Eon then chuckled and crossed his arms before declaring, "That is the duty of a true god of time such as myself."

Eon then grinned darkly as a large space armada of Chronian spaceships slowly appeared behind him...

To be Continued?

 **Author's note: Well, the finale of season 2 has been completed!**

 **That means that the fanfiction is nearly halfway completed with only two more seasons left and a few special chapters to write and draft up.**

 **I hope you enjoyed reading the newest chapter of Stan 10 and be sure to leave some feedback and reviews for me.**

 **I'll try and comment back next time I'm online for the website and if you readers want me to change or explain something, then I'll send you a PM where your question will be answered as I've done for the other reviews.**

 **As for what's coming next?**

 **I don't want to spoil it.**

 **But it will be something incredible I'm sure you will all appreciate and enjoy.**

 **Until the next update/chapter, thanks for reading and I'll be sure to see you all again soon.**

 **Bye-Bye! ;)**


	26. Chapter 26: Heroes Reunited: Part 1

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, All rights reserved for all owners and companies.**

 **Author's note: Welcome to Part 1 of the crossover chapter.**

 **It's been a long time coming, but I hope you enjoy it!**

 **I'd say more, but why don't just start reading it and Read, Review and Favourite?  
**

 **Enjoy the crossover chapter known as... "Crisis in the Omniverse, Heroes Reunited."**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Have you ever wondered what it means to be a hero?

What did it mean to be a special person who could inspire others?

I did. Heck, I grew up with Superman being my favourite fictional icon.

For those that don't know, my name is Stan Hopkins.

Yes, this is the kid who's adventures you've been following.

Who's talking directly to you.

So why don't I fill you in on my life so far?

Once I was just an average ten-year-old child who was born and raised in the city of Bellwood.

Growing up, I never knew my real biological father.

I was always told by my mom Emily that he left when I was only a young child for unknown reasons.

Thankfully, my mom had a great relationship with Ben's parents, Carl and Sandra.

Yeah, I and Ben were like two peas in a pod.

Even though I had other friends of course along with Ben.

We played together, we grew up together and we helped each other out in many ways.

Ben helped me get into athletics, games and comic books.

Whilst I helped Ben out with homework and I became a fan of movies as a result.

All was good and well for me.

You don't tend to remember everything as a kid when you grow up.

Anyway, as the years went by, I grew up and I became one of the smartest young minds in the Bellwood region.

Heck, I even won a few small competitions including the Bellwood spelling Bee of 2003 when I was eight years old.

I studied educational books, enjoyed DC comic books, played Super Smash Bros Melee and I surfed the internet for rumours on the upcoming Superman Returns movie.

Sure when you're smart, you tend to get respect and care.

But then you get the people who pick on you.

Cash and J.T. among a few others who targeted me and Ben.

Despite all this, I kept pushing forward because I knew that I was older, I wanted to help change the world.

Growing up I was always inspired by smart and famous individuals.

Then everything changed in the summer of 2005.

Ben invited me on a summer vacation with his Grandpa, Max Tennyson.

Wanting to do something different, I informed my Mom before the school semester ended and she gave me my permission to go.

So I guess you all know what happened next right?

Yeah.

I found the Omnitrix and the rest is history.

Sure you've been reading up on my adventures to this point with Vilgax and Kevin 11 being stranded in the Null Void.

For the longest time, I thought things couldn't get any crazier after the incident with Vilgax and Kevin 11.

And all the stuff after that even when the summer ended? It's a lot of crazy things to talk about.

And I look forward to reflecting on that in the future with you.

But what if I told you something jaw-dropping happened to me before that?

You see over the summer period, I would sometimes spot a man wearing a lab coat and a pair of goggles.

It soon turned out that he was a time traveller known as Paradox.

Believe me, you're probably wondering, how does a kid like me know about this?

Well, turns out there are other dimensions where different people other than me found an Omnitrix.

The ages all varied off course, but they all had one thing in common.

They were just average people until the discovery of an Omnitrix changed their life forever.

It's different in every reality.

Some people were adults, some teenagers, some young kids like me.

Some events were even changed drastically as a result.

On rare occasions, the time traveller known as Paradox gathers these Omnitrix wielders together to fight a threat so dangerous that the Omniverse was nearly destroyed several times.

This is the story of how I encountered other Omnitrix wielders.

And how I helped to save the Omniverse from Eon.

Chapter 26: 'Heroes Reunited: Part 1.'

Somewhere in the depths of the Omniverse...

SMACK! CRASH! BLAM!

"Ooof!" Professor Paradox grunted slightly as he tumbled onto a bright and starry floor.

Things were not going well for the time traveller recently.

As another version of Eon had just seemingly appeared out of nowhere.

"What's the matter Paradox? I thought you were tougher then you appeared to be." Eon mockingly taunted the heroic time traveller.

Walking forward, the Chronian chuckled darkly as he held out his right arm sidewards.

BZZTT! ZAP!

A purple energy sword then appeared out from it as the Chronian mocked Paradox, "You fool. I've studied your fighting style extensively. Now prepare to face the wrath of my Time Split Cut."

Quickly recovering by standing upright, Paradox nervously questioned Eon, "Hmm... You do seem to be an Eon. That much is clear, but you're rather different then the others I've encountered over the years."

"That's right. Those other Eon's? They were nothing but failures who couldn't complete their designated goal. You could say I'm the real deal." Eon boastfully chuckled enjoying the power that he wielded.

"Flattery will get you nowhere." Paradox remarked back before he took out his left hand and formed a bright blue sword that had a greenish tint to it using his energy.

BZZTT! ZAP!

"A sword duel? Now, this should be fun. En garde!" Eon confidently smirked before he charged towards Paradox who subsequently ran towards Eon.

The two-time travellers then battled with the energy swords as sickly purple energy and vibrant blue/greenish energy clashed off the energy blades.

SMACK! SLASH!

"Impressive! You truly are a worthy foe Paradox! I can see why my other counterparts struggled to fight you!" Eon praised his foe in excitement.

"Really? Well, that was certainly unexpected for someone of your calibre." Paradox casually replied.

Eon and Paradox then started at each other with Eon creepily smirking under his mask as Paradox was trying to figure out which Omnitrix user was connected to this Eon.

The two then stood back as Paradox then dispersed his energy sword with Eon following after.

"So tell me then. Who exactly are you?" Paradox calmly asked Eon.

Rolling his purple/greyish eyes, Eon then bluntly stated, "Now why would I say that? It would ruin the surprise."

"A surprise? Let me guess, it's some kind of dramatic reveal about your true identity, correct?" Paradox guessed.

Unimpressed and wanting to move on with his plan, Eon then reminded Paradox, "Enough of your games. It's time for you to perish old man."

Aiming his left hand at Paradox, Eon then began firing a series of purple energy blasts from his hand.

WHOOSH! BZZTT! BLAM! BOOM!

Using his knowledge of how to dodge energy blasts effectively, Paradox easily dodged each purple energy blast as Eon laughed loudly.

"Dodging is a pointless technique that only allows delays your demise!" Eon cockily replied as Paradox took out his golden pocket watch from his lab coat.

"No... I'm afraid that your demise will soon occur. Cheerio!" A smirking Paradox called out as he vanished into time and space.

FLASH! THWOOSH! BZZTT!

Shocked, Eon then stopped firing his energy blasts and scowled angrily.

"Curses! Paradox retreated! I'll have to begin my plan sooner then I expected. He'll be looking for Omnitrix users to try and stop me." Eon rambled before he activated a button on his gauntlet.

Flick! Beep!

A purple flickering hologram activated and appeared on the gauntlet as a humanoid figure appeared.

The humanoid figure was a male in his mid-30s who had thick and combed blonde hair.

He had dark blue eyes and was a Caucasian individual.

His clothing consisted of a golden and purple Egyptian costume.

This is Ozymandias, a key ally of Eon who hails from the universe where the events of Watchmen occurred.

"My lord Eon. How may I serve you?" Ozymandias questioned his master.

"Ah... My good friend, Ozymandias. It is time to begin the invasion to conquer the Omniverse." Eon informed Ozymandias.

Nodding down, Ozymandias then questioned Eon, "What dimension should we target first? T99 or XJ97?"

Thinking about his plan to slowly take over each dimension, Eon then ordered Ozymandias, "Target T99 first. We need to capture Trey Serguson's allies so that he can be lured out. Then we can move onto the second phase of my plan. You may proceed."

Ozymandias smirked darkly and bowed before he informed Eon, "It will be done, my master. The invasion shall commence shortly."

"Best of luck to you. And remember, target the specific locations within that dimension's Bellwood to confuse the team before you manage to subdue the targets with the power collars." Eon reminded Ozymandias before he turned off his hologram.

Flick!

Eon then smiled darkly and stared at the various dimensions in the Omniverse before he remarked, "At last... Soon my plan to balance and purge this Omniverse shall commence. And the best part? No one can defeat me."

The powerful Chronian god then created a purple time portal with his hands and stepped inside of it vanishing towards Dimension T99...

FLASH! THWOOSH! BZZTT!

Meanwhile in Dimension T99...

So, what is Dimension T99 then?

Dimension T99 is one of the millions of alternate dimensions within the Omniverse that spread out from the main Prime Ben timeline with XJ97 being one of the latest dimensions to appear that Paradox has discovered.

Dimension T99 is the home dimension of the Omnitrix wielder known as Tremaine 'Trey' Sergauson who's superhero alias is known as Arsenal.

Arsenal is one of the most powerful, oldest and experienced Omnitrix wielders out there.

In this reality, the timeline didn't change that much originally.

But as time progressed, there were many changes and deviations to this timeline that fascinated Paradox as he observed and watched Trey grow and mature over the years.

Before Trey discovered the Omnitrix, this reality was rather normal.

But the discovery of the Omnitrix much like that of Stan's trigged a series of bizarre and destructive events that affected Trey's friends and family.

One last key thing to note is that the discovery of Trey's Omnitrix was noted to occur around the mid-2010s, which Paradox wrote down in his research notes.

Notable destructive events recorded by Paradox in this dimension include the Sayian invasion which was soon followed by an outbreak of Mutants and Metahumans.

Following the mutant crisis, there was a decent recovery period which soon ended with the Skrull invasion.

As a result of the Skrull invasion, moral surrounding Arsenal dropped significantly as Arsenal relocated to another human-like planet known as Tetris Nova.

Three years later, Earth had recovered with Bellwood becoming a futuristic alien city inhabited by thousands of different alien species with the technology has become very futuristic for that time frame.

Knowing that morale was low, Eon planned to conquer Bellwood in Dimension T99 as his base of operations before his plans could continue.

So let's carry on, shall we?

The city of Bellwood... Dimension T99...

It was a bustling and busy day in the futuristic city of Bellwood.

The population was doing what every population in a city does best. Interacting, socializing you name it.

In the centre of Bellwood lies the gigantic structure is known as the Omni-Tower.

This huge structure was constructed as a base of operations for Arsenal's team that operates from this facility.

Other notable landmarks in this version of Bellwood include the Bellwood Nuclear Power Plant, the Mayor's office and the prison within the city known as the Vault.

The Vault is home to many of Trey's notable foes that he has battled over the years and subsequently jailed here.

Some of the notable members of Trey's rogue's gallery include Dr Krantz, an alternate counterpart of Dr Animo and Morbius the living vampire. Trey has also faced many similar counterparts to foes that Stan has encountered.

Inside the Omni-Tower in Bellwood...

"Hmm... One Hundred and Ninety-eight... One Hundred and Ninety-nine... Two hundred!" A young male called out as he finished his exercise routine who was wearing a black shirt and matching blue boxers.

Who is this young male you might ask?

This is the T99 version of Ben Tennyson, that's who.

This version of Ben is a young teenager who is 14 years old and has caucasian skin and green eyes like every other Ben in existence.

His hair is thick and shaggy, but it's also longer with his bright green eyes focusing on the ground as he did his exercise.

His clothing consists of a black shirt with a green jacket that he wears above it.

He also dons blue jeans and black and white sneakers.

As for the Omnitrix he wears?

He dons an Omnitrix style device on his left arm known as the Ultimatrix.

The Ultimatrix is a gauntlet which has a green and black colour scheme where the DNA from within the device glows from inside with the device having the classic hourglass shape in the centre of the device which glows green.

Ben can use the Ultimatrix to transform into a variety of different alien species just like other Omnitrix users.

His backstory is very similar to that of other Ben Tennyson's that exist within the Omniverse.

So that's everything you need to know about this incarnation of Ben.

Remember that now won't you?

"Hmm... All that exercise has made me thirsty for a Mister Smoothie." Ben yawned as he got up from the gym floor and walked over to a nearby locker.

Grabbing his clothing from the locker, Ben quickly got changed into his usual gear and walked out of the gym thinking, _"Man... I can't help but miss Trey, even though I know everything about what happened to him and the Skrull's... I wonder how he's doing these days?"_

Beep! Thunk!

Walking down a futuristic corridor, Ben decided to head to the control centre room of Omni-Tower.

Entering the control room, Ben then spotted another member of Bellwood's Team Arsenal typing on a large computer.

He was taller than Ben because he was six feet tall and was twenty years of age.

He was of African American heritage and had light green eyes much as Ben did.

His black hair was spiked upwards with the hair colour being slightly faded on each side of his head.

Also on his face, he had a scar that was on the left side that seemed to have been acquired a rather long time ago.

His clothing consisted off a blue varsity jacket which had black sleeves and a matching black O over the heart area of the jacket.

He also wore a pair of dark blue jeans that had rips in them with his shoes being a matching pair of black converse trainers.

Although he seemed normal, he was capable of utilizing several different abilities from many Omnitrix aliens having become a Bionic.

This young man is Logan Gold. The leader of the team on Earth and a great ally to Trey.

"Oh hey there, Ben. How was your gym work out?" Logan asked Ben still typing on the large computer.

Shrugging, Ben casually replied, "Pretty good thanks, I'm just trying to get stronger by using my natural strength. No Ultimatrix transformations."

"Let's not forget that you're part Anodite like Gwen." Logan pointed out as he continued typing on the computer.

Thinking about recent events, Ben then questioned Logan, "So how's Charity doing?"

Turning around from his monitor, Logan sighed and muttered out, "Well ever since she rewoke up, she's been... emotional to say the least. Despite all the shit she's been through.'

Knowing just what Logan meant, Ben crossed his arms and remarked back, "I can only hope that she recovers better. Who knows what would happen if she met Ellie?"

"I don't even want to know." Logan bluntly stated back before he muttered, "I still blame Trey though for what he did."

"Even after everything that occurred? That's your choice then." Ben reluctantly accepted as he looked out the window.

Staring outside Bellwood from Omni-Tower, Ben then briefly spotted the clouds glow purple.

"Huh... Yo, Logan. Do you..." Ben muttered just before something exploded loudly.

WHOOSH! CRAKA-RUMBLE! CRAKA-FLASH!

"What the?" Logan muttered loudly as the two looked outside and saw something shocking.

A massive armada of Chronian spaceships had shown up out of thin air.

BZZTT!

Looking down below, the crowd of humans and aliens stared at the invasion force in shock as Ozymandias loud voice then boomed out from a loudspeaker.

"Citizens of Bellwood rejoice! Your master and saviour, Lord Eon has arrived!" Ozymandias voice blared from the loudspeaker.

In response, the massive crowd of people began panicking with the majority of people fleeing from the area.

"Ah well... A shame it has to come to this. Begin the bombardment of Bellwood!" Eon's voice blared through the loudspeaker.

WHOOSH! SMASH! BLAM! CRASH! WHAM!

Various purple laser beams then began destroying the nearby area with the flying vehicles plunging into the ground.

Inside Omni-Tower, both of the boys watched the destruction of Bellwood as Eon's voice laughed out madly from his ship.

Glaring at Ben, Logan then muttered out, "You've got to be kidding me. Is it that bitch Terra again?"

"No... It can't be, it's someone else." Ben pointed out as Logan then sighed and muttered, "Call the team. We've got a city to save from Eon. Again."

Ben nodded back as the two then ran off to gather the members of Team Arsenal.

And so Eon's invasion of Bellwood began.

Inside the Vault aka Bellwood's prison...

SMASH! BLAM! BOOM!

Various Chronian soldiers stormed through the prison as the security guards struggled to hold off the army.

"We need backup! The prison is overrun!" A random security guard shouted in radio just before an energy blast sparked him.

WHOOSH! SPARK! CRACK!

The security guard fell to the ground knocked out as the army continued pushing forward into the prison.

Leading the group of soldiers, a Chronian leader shouted out, "Release the prisoners! They are vital to causing havoc amongst Bellwood!"

Looking around, hundreds of prisoners both alien and human were slowly unleashed upon Bellwood as the Chronian army let them out onto the streets of Bellwood.

At the same time inside the Nuclear Plant...

BLAM! CRAKA-BOOM!

"Secure the power station! We must make sure that the power to the city is knocked out!" The Chronian leader ruling the squad called out as the power plant workers were overwhelmed by the large invasion force.

Moving over to the control room via the corridors, the Chronian squad slowly pushed forward into the facility as various soldiers and security guards attempted to hold off the invasion force.

"Remember soldiers! We do this for Lord Eon! No mercy!" The Chronian squad leader called out as the group pushed forward to the power plant control room.

Meanwhile in the Mayor's office a few moments later...

"Seal the door! Make sure the.." A security guard shouted out just as the wooden doors to the office exploded.

WHOOSH! SPARK! CRACK! THUD!

Shocked, the mayor of Bellwood stepped back as Ozymandias proudly strolled into the office surrounded by his private squad of Chronian soldiers.

"Mayor of Bellwood. Your position of rulership is now over." Ozymandias mocked the mayor.

"You imbeciles will never get away with this! Team Arsenal will stop you!" The mayor of Bellwood ranted back.

Staying emotionless, Ozymandias then explained to the mayor, "I'm afraid you'll find that we will get away with this. Take him away."

"Yes, sir." One of the Chronian soldiers replied as they grabbed hold of the mayor.

The struggling mayor was then dragged out of his office as Ozymandias smirked darkly.

Moving over to the mayor's leather chair, Ozymandias then sat down and pressed a button on his gauntlet.

Flick! Beep!

A hologram of Eon appeared as he questioned Ozymandias, "What is the status of the invasion force?"

"My lord, we've managed to infiltrate all the major targets within Bellwood. We are preparing to capture Team Arsenal." Ozymandias gleefully replied.

"Excellent work. I'm coming down to assist in capturing the team. Once they have been captured, meet me at Omni-Tower for the end of phase one." Eon calmly explained.

"As you wish." Ozymandias calmly stated as he changed the frequency on his hologram.

Flick! Beep!

A figure of a Chronian soldier appeared as Ozymandias ordered him, "Execute Order 59. Pacify and capture each team member."

Back in the city of Bellwood in the streets...

WHOOSH! BLAM! Rumble...

The sounds of war were heard outside Omni-Tower as the Chronian spaceships continued battering the city with destructive purple lasers.

Inside the command centre, Logan was debriefing Ben and another young teenage girl.

The first person was a teenage girl who was fifteen years old.

She had caucasian skin and had dirty blonde hair with light green eye

Her clothing consisted off a green zip-up hoodie over a black tank top with a pair of blue jeans and white sneakers as well.

Her name is Aubrie Rose and she is currently dating Ben Tennyson from this reality.

Lurking on her shoulder was a green slime alien known as a symbiote, he is known as Skurd.

Because of Skurd's DNA having bonded to Aubrie's she is capable of using alien DNA to shapeshift her body parts into various Omnitrix alien types thanks to Skurd's DNA.

"So, wait. Who's this Eon guy?" Aubrie asked Logan.

"It's complicated, Aubrie. We don't know much about how he or she came into being." Logan replied before he questioned Skurd, "How are the others doing Skurd?"

"Well, I've made sure that Marian and Victor will keep an eye on Charity for the time being. We still don't know if her emotional state is one hundred per cent back to normal yet." Skurd scientifically explained his findings to Logan.

"Thanks, Skurd. I would like to bring Charity along with us, but the risk might be too great. I just don't know what to do yet..." Logan sadly remarked.

"Hey, we'll take care of her later. Right now we've got an invasion to stop." Ben reminded Logan.

Nodding back, Logan grinned and explained to the group, "Right this is our plan... We spread out and..."

CRAKA-BOOM!

The door to the control centre then exploded open with a flash of purple light.

Eon then emerged through the purple smoke with some of his elite Chornian soldiers surrounding him.

Smirking darkly as he confronted the group of three, Eon sarcastically declared, "Oh, I'm sorry. Did I interrupt your little meeting children?"

"Shut up! We won't let you take over Bellwood!" Logan angrily yelled at Eon back.

Rolling his greyish/purple eyes, Eon stretched out his arms and stated, "Why my dear Mr Gold... I think you'll find that I will. Minions, get them!"

"Yes, sir!" The Chornian elite soldiers replied as they charged towards the three teenagers.

"Oh, please. A bunch of mooks won't take us down." Ben cockily replied before he pressed the activation button on his Ultimatrix.

BEEP!

The Ultimatrix core popped up as Ben scrolled through his alien silhouettes before he slammed down the exposed core and transformed.

FLASH!

The green light quickly faded away as a green and white version of the comic book character, Blue Bettle emerged from it who Ben dubbed Scarab.

"Alright! Here goes!" Scarab called out as he sprinted towards a Chronian elite soldier.

Running into battle, Skurd morphed Aubrie's right arm into a Diamondhead mace arm and charged towards Eon's other Chronian elite soldier.

Whilst Logan used his bionic powers and sprinted forwards to Eon as lighting sparked out of his body.

"You're going to regret coming here Eon!" Logan yelled as Eon calmly rose up to his left hand just as Logan raised his right fist towards Eon.

WHOOSH! ZIP! CRACK! GRAB!

Using his Chronian powers and smart brain, Eon was able to figure out how Logan would attack as he tightened his grip around Logan's bionic arm.

"What the?! I'm one of the fastest things alive! How did you block my punch?!" A stunned Logan muttered in shock.

Leaning his face closer to Logan's, Eon calmly spoke with a slasher smile, "Years of study and practice of your moveset, Mr Gold."

ZAP! SPARK! FLASH! WHAM! THUNK!

"ARGH!" Both Ben and Aubrie cried out in pain as sparks of electricity surged off their necks.

Turning his head around Logan noticed that Ben was now back to normal with Aubrie and Skurd in pain.

Looking closely, Logan spotted that Ben and Aubrie were now wearing metallic silver bio dampening collars that prevented them from using their full powers.

CLAMP!

Logan then felt a metallic silver bio dampening collar appear around his neck as Eon moved his right hand back.

"That was far too easy, Mr Gold. You were so concerned with your friend's safety, you forget all about me." Eon mocked Logan.

"YOU BASTARD!" Logan snapped as he slammed his head onto Eon's mask.

WHOOSH! SMACK! WHAM!

Unimpressed, Eon coughed out spit before he muttered angrily, "You blasted child!" And pressed a button on his gauntlet.

Flick! ZAP! SPARK!

"GAH!" Logan screamed in pain as bolts of electricity sparked off Logan's neck before he fell onto the floor having been knocked out by the surge of electricity.

"No! LOGAN!" Both Ben and Aubrie cried out in shock as Eon slowly cracked his neck.

"Hmph. That was far too easy. Guards, take these three to the holding cells on the S.S. Executor!" Eon commanded his Chronian guards.

Eon's Chronian guards then slowly dragged the three teenagers out of the control centre as Eon smiled darkly.

 _"Finally! Phase one of my plan is now nearly complete. With Bellwood under my control, I shall convert this Omni-Tower into my base of operations for this invasion. But first, where are the other three targets who lurk here?"_

Speaking into his communications device, Eon then informed his troops, "Soldiers, We've taken control of Omni-Tower, it's time to lure out Trey Sergauson. Proceed to Tetris Nova and kidnap his current love interest, Ellie Stroker!"

Smirking darkly as he turned off his communications device, Eon knew that despite three members of Bellwood's Team Arsenal being captured, there was still the threat of the other three members left.

And yet for some reason...

Eon felt confident that his plan would succeed and that he would not need to continue wasting resources looking for them.

Instead, he could focus on his current goal of creating a better and grand Omniverse that he would rule over...

Meanwhile back with Paradox...

FLASH! THWOOSH!

Travelling through an interdimensional portal heading towards Trey's Dimension, Paradox was musing on the situation so far.

Before Eon had ambushed him, Paradox was studying the various dimensions with Omnitrix users he had encountered before and how they were all different.

He also couldn't help but wonder why Stan and Trey's dimensions had been slowly nearly making contact with each other.

"I wonder if this newest incarnation of Eon has been responsible for these two dimensions slowly passing by each other? That would be interesting if that were the case." Paradox briefly mused as he continued travelling through the interdimensional portal.

Back in Dimension T99 on the planet of Tetris Nova...

So you're probably wondering...

What is the planet of Tetris Nova like?

The planet of Tetris Nova is a similar planet to that of Earth, which is home to billions of humans.

Unlike Earth, Tetris Nova has a different oxygen composition which has allowed for more unique mutations than those found on Earth.

Another feature to note about Tetris Nova is that the inhabitants are unaware of alien life beyond the planet.

Currently, Trey Seraguson resides in an apartment in the city of Novas City with his current girlfriend, Ellie Stoker.

The apartment has all the common luxuries one would imagine, including a living room, a guest bedroom, Trey's bedroom, a kitchen area and a bathroom.

Currently, Trey was relaxing on his couch and was watching the Novas City news report about Arsenal, his alter superhero ego.

Trey is a young African American man who is 19 years of age making him nearly a decade older than Stan.

Trey's hair is a jet black colour which he has set up in cornrows that cover his head and go down to the back of his neck.

Trey also has bright and powerful light gold eyes with his height being over six feet tall.

One other thing to note is that he is muscular as well with him being in excellent physical condition.

His clothing consists of a red dry-fit sports style shirt with a pair of matching black joggers to match his athletic look.

He also wears a pair of matching sneakers that are coloured red and black.

Finally, he dons a bright red bandana that he wears on his head too.

As for the Omnitrix, he wields?

Well, it's a bit complicated, but like Ben, he too wields an Ultrimatrix which is black and red.

This is where the similarities end.

Unlike Ben's Ultrimatrix, Trey's Ultrimatrix is built into his left arm right into the muscle making it more of an Ultrimatrix muscle.

And yes, the Ultrimatrix is a natural part of his body and DNA.

This is because he isn't Human.

Trey is a species known as a Doppelganger.

Because of this, Trey's DNA is universal which means he can transform into any alien DNA sample within the Omniverse.

Doppelgangers also don't age that much.

Occasionally, the Ultrimatrix arm that Trey has tends to glow red with Codon energy from the red core glowing into his DNA and blood veins around his body.

So what is his personality like then?

Well, Trey and Arsenal have two similar but differing personalities.

Overall Trey/Arsenal is mainly a cocky and confident person who embraces his heroic self, as he likes to make jokes when he is fighting villains.

He also tends to boast and make heroic speeches after he has done something amazing.

Trey's personality is that he is a calm and self-controlled person who thinks about what he does.

Trey also tends to be a rather cool and smooth-talking individual who is social and friendly to other people.

As for Arsenal?

He's the exact opposite.

Arsenal is a confident and arrogant pe loves to fight crime.

When Arsenal fights in battle, he tends to treat fighting crime not to seriously unless the threat is rather catastrophic.

Arsenal also tends to celebrate his victories by some kind of celebratory gesture as he loves his fighting style and being a hero in general.

"Good evening citizens of Novas City! Tonight's headline story is the fallout from the Mr Negative Incident. Thankfully the vigilante who is known as Arsenal is currently working on putting a halt to his schemes. I currently believe that we should be doing more for this young vigilante, now in other news..." The news reporter explained from the TV.

Grinning at the TV, Trey just muttered out his opinion, "You're certainly right on some level news reporter. I just don't want to be a public hero again."

Creak...

The door to Trey's bedroom then creaked open as Trey's girlfriend, Ellie Stroker walked into the living room.

Ellie is a seventeen-year-old girl who has light pale skin and brown eyes.

Ellie also has dark black hair that is currently hanging casually.

She is currently wearing a Bellwood themed t-shirt and a pair of boxers and she also wears no shoes.

Ellie is a vampire having recently been discovered by Trey as one.

"Hey, there honey." Ellie heartwarming greeted her boyfriend as she leant against the door of Trey's bedroom.

Trey grinned confidently in response as Ellie walked over and sat down on the sofa next to him with her arms wrapped around him.

"Hey, there love." Trey gently replied as Trey then kissed Ellie on the lips.

Pulling back, the couple gazingly stared at each other before Ellie asked him, "So how are Lola and the others doing?"

"They're doing pretty good. I trust they can handle things. I fancy a day off from hero work Ellie." Trey casually replied as TV continued blaring its news report.

"Don't you like the hero work though Trey?" Ellie curiously questioned Trey as she twizzled her black hair with her fingers.

The Doppelganger shrugged before he informed Ellie, "I do enjoy the hero work. It's just cool to relax and not have to worry about supervillains and all that bullcrap."

The two then laughed happily before somebody was heard knocking on the door that led into Trey's apartment.

Tap! Tap! Tap!

Confused, Ellie and Trey looked at each other before Ellie called out, "Who's there?"

The front door and windows into the apartment then exploded with purple energy as at least ten Chronian soldiers of Eon's army charged into the room.

THWOOSH! SMASH! BLAM!

"Seize the vampire girl! Lord Eon wishes that the objective is completed!" The Chronian commander called out as the solider's faced down, Trey and Ellie.

"Eon?! You've got to be kidding me!" Trey exclaimed in shock remembering the last time he heard that name.

"Who's Eon?!" Ellie asked Trey who stated back, "I'll tell you later, right now it's hero time!"

Trey and Ellie jumped off the sofa as Eon's soldier's charged forward wielding bright purple energy swords.

Grinning, Trey's eyes glowed green as he then changed into his Arsenal outfit as Ellie charged into combat first.

Utilizing her vampire speed ability, Ellie slammed into Eon's mooks like pieces of paper as the soldiers went flying across the room.

WHOOSH! ZIP! CRASH! THUD! SLAM!

"Watch out!" The Chronian commander called out to his troops before he turned around and was greeted with Trey wearing a different outfit over his usual clothing.

The outfit was a bright red long-sleeved shirt which was worn under a dark black sleeveless hoodie that had a red Omnitrix symbol on it.

Trey also now wore a pair of bright red pants, a matching pair of black shoes and a red mask that had goggles over his light gold eyes.

"I'll make this easy as long you tell me which version of Eon who you work for," Trey warned the Chronian commander.

"We shall never surrender!" The Chronian commander shouted back as Arsenal rolled his eyes and sighed.

Focusing on his Doppelganger DNA, Trey morphed his Ultrimatrix muscle and right arm into large hulking blue arms belonging to an alien Trey had known as Power House who was one of the first-ever aliens Trey had acquired.

"You might want to reconsider that." Trey mocked the Chronian commander as he slammed his large hands into the Chronain's face.

WHOOSH! SMACK! WHAM!

The Chronian commander was sent flying as his head slammed into the wall of Trey's apartment as Ellie continued using her super-speed to batter the soldiers.

One Chronian soldier managed to break avoid Ellie's super-speed and attacked from behind with his energy sword.

Grinning, Ellie just closed her green eyes as they morphed into sharp cat-like eyes before she mocked the soldier by saying, "Missed me!"

WHOOSH! ZIP! THWOOSH!

Ellie morphed into a swarm of Vampire bats before she morphed behind the soldier and used a flying sidekick against his back.

WHOOSH! CRACK! THUD!

The Chronian soldier slammed against the wall as Ellie morphed back to her normal humanoid form.

At the same time...

WHOOSH! SLAM!

Trey had now morphed his legs into blue spiky legs which belong to the alien known as Fasttrack.

Using his super-speed, Trey zipped around the Chronian soldiers as he boasted out loudly, "You guys suck! I've seen better fights against other people I've fought!"

Enraged that his mission was failing, the Chronian commander then sprinted past Trey and placed a metallic silver bio dampening collar around Ellie's neck.

CLAMP!

"Huh?! What i..." Ellie muttered in shock just as the bio dampening collar activated sparking electricity through her body.

Flick! ZAP! SPARK!

"GAH!" Ellie screamed as her sharp cat-like eyes reverted to normal before she called out, "Trey..."

WHOOSH! THUMP!

Ellie then fell knocked out onto the ground as the Chronian commander quickly grabbed hold of her.

Shocked, Trey turned around and froze in shock before his anger took over him.

"ELLIE! DAMMIT!" Trey shouted as both of his eye's turned a blood-red colour underneath his mask.

THWOOSH! ZAP!

Red Codon Force energy leaked out of Trey's body as he inhaled his mouth and fired out acidic spit from his mouth which belonged to the alien known as Spitter.

HISS! SPLAT! MELT!

"Fall back! We have the target!" The Chronian commander shouted out in his communication device as Spitter's toxic spit damaged the Chronian armour the soldiers were wearing.

"Excellent work. Lord Eon will be most pleased. You may return to Bellwood now." Ozymandias voice then spoke through the radio back.

THWOOSH! BZZTT! ZAP!

Purple energy then covered the Chronian soldiers as they all subsequently vanished back to Bellwood leaving Trey alone in his trashed apartment.

Realizing they were gone, Trey stopped firing his acidic spit as his red eyes morphed back to normal indicating that he had calmed down.

"Okay... I'd better revert to normal." Trey calmly muttered as his eyes slowly glowed green under his mask.

Arsenal's costume slowly reverted into Trey's bloodstream as Trey appeared back in his regular clothing.

Looking around his damaged apartment, Trey sighed unhappily before he angrily ranted, "Urgh... How could I be so cocky?! Because of my arrogance, I've lost Ellie again!"

Finishing his rant, Trey looked at the ground before he calmly muttered, "Okay... I need to find help, that guy on the radio mentioned Bellwood thanks to my super hearing. I should..."

FLASH! THWOOSH!

A blue time portal then opened up as Trey looked at the time portal and recognised who the figure was.

"Paradox! It's been ages since I last saw you!" Trey happily greeted the time traveller who smiled back at Trey.

"Well, considering the first time we met was when your version of Eon showed up, It would appear that history is repeating itself, young or should I say older Tremaine." Paradox jokingly remarked back before he questioned Trey, "So how old are you now?"

"I'm 19 if I aged properly, this body was something I made to blend in more around here from my 15-year-old self thanks to my Doppelganger DNA," Trey spoke remembering how he first came to Tetris Nova a while back.

"Of course, it would seem a great deal happened to you whilst I've been busy travelling through the Omniverse. But you can tell me that later if you'd like Trey." Paradox informed Trey who leaned against the wall and crossed his arms.

"Yeah, it's a long story. So anyway, what do you know about this new version of Eon who's ninja's kidnapped my new girlfriend, Ellie?" Trey recalled the events as he questioned Paradox.

Thinking about what Eon had taunted him before, Paradox gave a grim look and bluntly told Trey, "Not much, I'm afraid. He is an Enigma which means I know nothing about him, Tremaine."

"Well, that sucks, so what do we know about his plan then?" Trey calmly asked Paradox.

"I believe that he has launched an invasion over your city of Bellwood and that he has kidnapped some of your associates who are Ellie, Ben, Logan and Aubrie. Charity and the others are safe." Paradox assured Trey not wanting to make him angry.

"That damn asshole... He's going to pay..." Trey darkly ranted before he regained his focus remembering how his version of Eon had been defeated.

With other Omnitrix and Ultimatrix users.

"So should we round up the other wielders including my good friend Kai?" A grinning Trey asked Paradox thinking of all the other Omnitrix/Ultimatrix users he had met over the years of his career.

Nodding, Paradox smiled and told Trey, "Yes, we should be able to round up some old friends of yours including Kyle Tennyson and his team. We could be able to gather Kosta Blake as well, but I'm not sure about the other Omnitrix users we've encountered as they may be busy back in their realities."

"Awesome! I can't wait to meet everybody again!" Trey boasted loudly in joy as Paradox then informed him, "I should warn you now that they've all changed significantly since you last met them."

Trey shrugged in response and stated, "Doesn't matter. I've changed a lot as well."

"That is true, another thing I should point out is that you could even meet new Omnitrix wielders." Paradox also pointed out to Trey.

Now curious, Trey's light gold eyes perked up as he briefly thought, _"New Omnitrix wielders? I wonder who I'll end up meeting next?"_

Meanwhile in Dimension XJ987...

It was a glorious summer's day on the planet Earth.

Following the aftermath of Vilgax and Kevin 11's defeat in the Null Void, Max decided that the group needed a very long break where they would not be attacked by anyone who wanted the Omnitrix that Stan wore on his right arm.

Currently, the Rust Bucket was parked in a rather quiet forest in the middle of nowhere where a picnic table had been set up in an open clearing.

Inside, Ben and Max were in the front whilst Gwen was at the table on her laptop whilst Stan was currently reading an issue of the Teen Titans comic book from Volume two of the collection.

"Alright, kids were here!" Max happily informed the three kids who were sat around the RV.

"And where is here?" Ben asked Max feeling slightly bored.

"In the middle of nowhere Ben. I feel that with too much going on, we're in a remote spot where no one can find us." Max confidently reassured Ben who rolled his eyes back.

"Ah man... Snoozesville again." Ben complained thinking that today was going to be boring.

"Give it a rest Ben. We could use some peace after all the drama in the Null Void." Gwen remarked back.

Hearing the conservation, Stan then looked up from his comic book and stated his opinion to the others, "I agree with Gwen and Max, Ben. It's just nice to chill out for once."

Seeing no choice, Ben reluctantly accepted the decision as he slowly moved out of his seat as Max opened up the RV door with Ben and Gwen stepping outside.

"You two hang outside for a bit, I just need to talk with Stan," Max explained to Ben and Gwen who nodded back as the RV door was closed shut by Max.

Creak... THUD!

Facing Max, Stan then watched as he slowly walked over and sat down on the bed near Stan.

"So sport... How are you feeling?" Max questioned Stan.

Smiling happily, Stan eagerly stated back, "I'm doing great thanks, Uncle Max. Currently, I'm just reading my comic books and I'm grateful that Vilgax and Kevin 11 have been beaten for good hopefully."

"That's great. So um, how do you feel around Gwen then?" Max then gently asked Stan.

Blushing slightly, Stan then nervously muttered, "Well... I umm... The square root of pie is Finland?"

Max then laughed slightly before he pointed out, "Take it easy, It's not a bad thing."

"Okay... Well, I think me and Gwen are great friends. I don't know how I can take it much further than that." Stan admitted his feelings on the matter.

"Fair enough, after all, you two might..." Max rambled on just before he was interrupted as a flash of bright purple light occurred outside the Rust Bucket.

THWOOSH! BOOM!

"What the?!" Ben called out as Gwen yelled back, "Grandpa! We've got company!"

Max quickly moved away from Stan who moved off from the bed before he muttered in disbelief, "Oh boy... Here we go again."

Both Max and Stan walked over to the RV door as Max opened it.

Creak...

Outside, the two-spotted ten of Eon's Chronian soldiers with two of them having kidnapped Ben and Gwen.

"Let go of my grandkids now!" Max shouted to the Chronian soldiers as Stan glared in shock.

"Well... Well... if it isn't Max Tennyson of Dimension XJ87..." The Chronian commander leading the squad mocked Max.

Both Stan and Max were caught off guard by the mention of the dimension name as Stan then muttered in confusion, "The whojie whatsit?"

"And of course, the Omnitrix wielder of that said dimension, Stanley Hopkins. Lord Eon will be most pleased with our plans for you." The Chronian commander informed Stan directly.

Feeling a chill run up his spine, Stan then looked at Max who stood frozen in shock.

"Eon?! But how... He was destroyed years ago along with the Hands of Armageddon." Max stuttered out in horror.

"Okay, I'd ask who Eon is, but right now it's hero time." Stan calmly mumbled under his breath.

Looking down at the Omnitrix on his right arm, Stan pressed the green button on as the exposed core slowly rose up.

BEEP!

The silhouette of Gadget Cat then appeared as Stan gently tapped down the core and transformed with a flash of green light covering him.

FLASH!

"Alright! Gadget Cat is ready to roll!" The Lombax eagerly shouted out before he replied to Max, "Max, keep back!"

Max nodded back in response before the Chronian commander then blared out to his troops, "Engage the Lombax!"

The Chronian soldiers then ran towards Gadget Cat who thought about getting another random weapon.

WHOOSH! ZAP!

Green digital dots surrounded the Omni-Wrench as it changed into a new weapon known as the Plasma Whip.

The Plasma Whip is a melee weapon which is a short metal device that has a green rubber grip with a hole opening for the plasma generated to come out.

Holding the weapon's grip, Gadget Cat noticed a bright flamey whip of orange plasma energy leak out from the hole.

Grinning confidently, Gadget Cat noticed that Eon's Chronian mooks using bright purple energy swords.

"Cool, a lightsaber battle. Still, the Gadgetron Plasma Whip is superior." The Lombax bluntly pointed out as he then charged towards the soldier's who began slicing the air attempting to injure the Lombax.

WHOOSH! SLICE!

Using his acrobatic skills, Gadget Cat managed to duck and swerve from each energy blade before he struck the solider's with his Plasma Whip.

WHOOSH! SLICE! SLAP! SPARK! THUD! WHACK!

"Ooof!" A Chronian soldier grunted out as he landed on the ground with his armour smoking from the heat of the Plasma Whip.

"Missed me!" Gadget Cat mocked the Chronian soldiers as the Lombax then used a sidewards kick to slam his furry feet into a Chronian soldier's face who then landed on the dirt ground.

WHOOSH! KICK! WHAM!

Whilst Gadget Cat was fighting the Chronian soldiers, the Chronian commander had confronted Max near the Rust Bucket.

"You want me? Then I'm not going down easy." Max warned the Chronian commander who smirked.

"I'm afraid, that you will be." The Chronian commander mocked Max before he zipped behind his back.

Placing his left hand behind Max's neck, The Chronian commander smacked the side of his hand against Max's neck on his pressure point.

WHOOSH! THUMP!

Barely having time to react or grunt out, "Ooof!" Max was then knocked out as he landed on the dirt ground.

"We've done it! The Tennyson family is secure!" The Chronian commander shouted in his radio.

"Good work as usual Commander, you are to proceed with the prisoner's to Eon's flagship, the S.S. Executor." Ozymandias voice then congratulated the commander on the mission's success.

"NO! GRANDPA!" Both Ben and Gwen shouted at the same time.

"Huh? What..." Gadget Cat mumbled in confusion just before something hit the Lombax's head.

WHOOSH! SMACK!

"Urgh!" Gadget Cat grunted in pain as he felt his vision go blurry once he landed on the dirt ground as the Plasma Whip weapon flicked off landing near Gadget Cat.

Opening his deep blue eyes, Gadget Cat watched as the Chronian soldiers regrouped together with Ben and Gwen struggling to break free as Max was dragged over on the ground.

And then they vanished in a flash of purple energy.

THWOOSH! BZZTT! ZAP!

"Oh crap!" Gadget Cat swore in shock as he quickly moved off the dirt ground and grabbed the Plasma Whip as it reverted to his Omni-Wrench.

WHOOSH! ZAP!

Grabbing the Omni-Wrench, the Lombax then looked around the area in disbelief before he rambled on loudly, "What was that all about?! Who would take the Tennyson Trio and why?! Is it a trap to lure me out?"

Rumble...

The ground then began shaking as Gadget Cat turned around and briefly thought, _"Guess, I'm about to find out."_

FLASH! THWOOSH! BZZTT! ZAP! SPARK!

A purple time portal then opened up as lashes of energy leaked out from it.

Now curious, Gadget Cat moved closer to the time portal and realized that whatever was behind this wanted him to go through the portal.

"What is this? A portal of some kind?" Gadget Cat pointed out the obvious as he slowly approached the warp in the time-space continuum.

Looking at the time-space portal, Gadget Cat knew that there was only one thing he could do.

Go through the portal to so wherever he would end up.

And that he could rescue the others.

Who knows, he might even be able to find help.

Feeling slightly nervous, Gadget Cat decided to change into XLR8.

"XLR8!" Gadget Cat shouted out as he then transformed with a flash of Omni energy changing him.

FLASH!

Appearing from the flash of green light, XLR8 then flicked his mask down and ran into the purple time-space portal.

WHOOSH! ZIP! FLASH! THWOOSH!

The time-space portal then closed in on itself leaving the Rust Bucket and the nature spot completely quiet and empty.

At the same time back in Dimension T99 inside Trey's Apartment...

Trey and Paradox were currently discussing significant events had happened to Trey since they had last met.

"Well, all of that sounds rather fascinating." Paradox mused as he and Trey were now sat down.

Paradox then froze slightly before he looked outside Trey's window.

"Uh, Paradox? You okay?" Trey asked Paradox who replied, "It would appear that we're about to have company."

FLASH! THWOOSH! BZZTT! ZAP! SPARK!

Paradox and Trey looked out the window and saw a purple time portal open up just as XLR8 Stan plummeted out of it.

"Why me?!" XLR8 Stan screamed as he plummeted down towards the ground before he called out, "Stinkfly!"

FLASH!

Morphing into Stinkfly, the bug like alien flew across the skyline of Novas City and flapped his wings right above the roof Arsenal's apartment building just as the purple time portal sealed shut.

WHOOSH! ZIP!

Looking around his new environment, Stinkfly Stan then discovered the bustling skyline of Novas City for the first time.

"Woah... Where am I? Did I end up back in New York?" Stinkfly Stan mumbled under his breath as he flew away from where Trey and Paradox were inside the apartment complex.

"Did you see that Paradox?! Looks we found another Omnitrix user!" Trey muttered loudly as his light gold eyes widened in excitement.

Nodding his head, Paradox then informed Trey, "It would appear that you're about to meet one of the newest Omnitrix users, I've been watching recently. His name is Stanley 'Stan' Hopkins."

"Stan huh? I wonder what he's like then." Trey wondered before he suggested to Paradox, "We should find him right?"

"With the utmost haste, young Tremaine. Because if we don't find him... I have a feeling that Eon's victory will be more likely." Paradox cryptically warned Trey.

Speaking of which... In Eon's dimension...

The various circular black blobs in the background of Eon's private dimension floated around as the Chronian conqueror watched his dominion standing on a metallic platform which had been made from Katchin, one of the strongest alloys in the multiverse.

With his metallic arms crossed over, Eon stared out into the cosmos thinking about his plans for the multiverse.

Multiverse... Yes, it sounded so much simpler instead of the Omniverse term.

Tch, he despised that term Paradox had come up with.

Why that term to even begin with?

Rolling his dark purple eyes, Eon sighed and rambled on loudly, "Gods... All of these Omnitrix and Ultimatrix users must be balanced from existence. If not purged from existence entirely by my righteous hand."

Still, a rational part of his being was tugging at the back of his head.

Why?

Why did he want to take over the Omniverse, to begin with, and what would he do to the wielders?

Remembering his long term strategy, Eon had decided that the less powerful Omnitrix wielders would simply have their device removed and sent back to their normal mundane lives.

As for the more powerful wielders?

Eon had noticed that the more powerful ones seemed to be young adults to teenagers who had an Ultimatrix or some kind of other mutational powerup whilst the Omnitrix users were inexperienced and were usually young kids.

Eon had decided that not only would they have their device removed, Eon would also effectively try to seal off their dimensions so that they would be trapped there whilst having a normal mundane life.

That way, not only would his efficient plan work with all the captives free, he would then rule over the Omniverse and reshape the reality into his own will creating a utopia that worshipped him as the one true god of time.

That was in his words, a divine and wonderful plan that had a slight chance of failure.

And even if he failed, he knew that someday he would come back for his revenge as all supervillains do.

Having now mused over his plan, Eon couldn't help but wonder the main reason why he was doing this.

For her...

For the person, he fell in love with all those years ago.

"Of course. She was my world." Eon went over the mantra that kept him going all these years.

Flick! Beep!

His armoured gauntlet then pinged as the Chronian then looked down at his gauntlet and saw the flickering purple hologram of Ozymandias.

"What is it? You know I don't like being disturbed in my private dimension." Eon warned Ozymandias.

"Apologies my lord, but we've successfully managed to lure out Stanley Hopkins into Trey Serguson's Dimension." Ozymandias calmly reassured Eon.

Smirking confidently, Eon then informed Ozymandias, "Then it's time for the next phase of the plan, regroup our forces and make sure the prisoners are secured in my command ship. It's time to make my move for phase two."

"As you wish my master." Ozymandias dully spoke to his master before the purple hologram then flicked off.

Smiling under his mask, Eon knew that soon his plan would succeed and that he would rule the Omniverse and re-shape it in his image.

At the same time back in Dimension T99 on the planet of Tetris Nova...

WHOOSH! ZIP!

Flying above the skyline of Tetris Nova, Stinkfly Stan observed the bustling city and was currently deciding his next plan of action.

 _"Hmm... I wonder what I should do now? It's not like I can ask someone for help around here. Or can I?"_ Stinkfly Stan mused in his head.

"Help me! Someone, please help me!" Someone then called out from below the ground.

Having heard the call for help, Stinkfly looked down and spotted a female criminal holding an innocent male victim against a wall of an alley with a sharp knife against his throat.

"Give me your money, dumbass. Or else, I'll hurt you." The female robber warned the victim who was facing the wall with his back faced.

"Please, don't do this. I barely have enough money to pay my rent." The victim begged back.

Watching the robbery, Stinkfly Stan glared and slowly flew down to the ground near the alley and transformed.

WHOOSH! ZIP! THUMP! FLASH!

"You've been sniffling on long enough. I'll..." The female robber ranted on just before something big stomped down nearby.

THUD! SLAM!

Confused, both people looked around and saw the massive shape of Four Arms Stan lurking in the shadows of the alley.

"No way! It's the vigilante Arsenal!" The victim shouted in fear as the bright orange eyes of the Tetramand glared at the robber.

"Just what are you up to?!" Four Arms Stan angrily ranted before he stomped closer to the robber not knowing who Arsenal was.

Panicking, the robber stepped away from the victim who stood back from Four Arms as the large alien stomped past him.

"People like you should be ashamed of your actions!" Four Arms Stan warned the robber who merely aimed her sharp knife at the large alien.

"So what?! I don't care just because you're one of those metahuman freaks!" The female robber shouted back.

Four Arms Stan merely glared and replied in anger, "You just made a bad mistake by calling me that."

WHOOSH! SLAM! CRASH! THUD!

Near the side of the alley, the female robber went flying out the side like trash and debris and rubble from the alley slammed right into the middle of the main road.

"Gah!" The injured female robber grunted out as some trash cans landed on the road nearby with several pedestrians looking around in confusion on the pavement.

WHOOSH! THUD!

Four Arms Stan landed on the pavement out of the alley and stared at the shocked crowd.

"What? Never seen an alien-like me before?" Four Arms Stan questioned the crowd.

Then all chaos broke loose.

"RUN! IT'S ONE OF THOSE META FREAKS!" A random person from within the crowd shouted out as the group then dispersed.

Shaking his head in disappointment, Four Arms Stan sighed and muttered, "Seriously? I just stopped a robbery."

Wondering where the robber was, Four Arms Stan turned around and then heard the sound of police cars.

"Great, the cops. I'm wondering if they could help maybe?" Four Arms Stan pondered to himself as he crossover his four hands.

WHOOSH! SCREECH!

On the road in front and behind of Four Arms Stan, several dozen police cars surrounded the alien as a black and white helicopter then appeared from around a building corner.

Looking at the helicopter in closer detail, Four Arms Stan was able to make out some bold lettering that said, 'Novas City Task Force.'

 _"Okay, now I know I'm not on Earth. But the question is what planet then?"_ Four Arms realized as he unfolded his four arms before glaring at the armed forces around him.

"Unknown four-armed meta! You are to surrender or we will open fire on you! Do you comply?" The security commander from the helicopter blared out to Four Arms.

"Will I comply huh? Hmm... How about no?" Four Arms mocked the security forces before he made up his plan of attack.

Since the Novas City Task Force seemed hostile from his point of view, Stan decided that he should disable all the security forces and escape without harming anyone.

Leaping off the street towards the helicopter, Four Arms Stan ended up leaping on the front window of the helicopter as his thick arms grabbed onto the window.

WHOOSH! THUNK! GRAB!

"He's on the helicopter!" The pilot shouted in shock before the security commander shouted in his radio, "OPEN FIRE ON THE META!"

BLAM! PEW! CRASH! PEW!

The bullets bounced off the back of Four Arms Stan's jumpsuit and the metal of the helicopter as the weight of the giant alien was too much for the vehicle to handle.

"Ow! That smarts!" Four Arms Stan grunted in pain as the bullets bounced off the back of his jumpsuit.

"Mayday! Mayday! We're going down!" The pilot of the helicopter shouted out as the helicopter then crashed onto the ground with Four Arms being tossed onto the road like a ragdoll.

WHOOSH! SLAM! CRACK!

The force of the impact caused a cloud of dust and debris on the roadside as Four Arms slowly recovered and sat upright as the security forces closed in on the dust cloud.

"Okay... That hurt, I'd better change. Upgrade!" Four Arms Stan rambled on before he transformed.

FLASH!

Transforming into Upgrade, Stan giggled happily before he murmured, "Time to hijack the security here."

Morphing into his blob form, Upgrade Stan slithered across the road near a parked police car while the Novas City police officers ran towards the ruined helicopter.

SPLAT! Slither...

"Sir! Are you alright?" One of the police officers asked the security commander who and the pilot were both trapped in the front part of the helicopter.

Looking at the wrecked helicopter, the police officers didn't notice Upgrade merging with a nearby police car which was slowly covered with green lines and black wiring with Upgrade's eye appearing on the hood of the police car.

SPLAT! WHRRR! Slither... REVV!

The police car rumbled loudly as the security forces turned around and spotted the Upgrade morphed car which blared out loudly, "Surprise! You're going to lose now."

In response, the Novas City police officers opened fire on the car.

BLAM! PEW! CRASH! THUNK!

Knowing he was under attack, Upgrade Stan quickly morphed the front of the car into which could be described as a mobile battering ram which was designed to send the police officers flying.

"FALL BACK!" The squad leader for the police officers called out as the Upgrade possessed police car then charged forward sending police officers and cars flying to the side.

WHOOSH! SLAM! CRASH! THUD! CRACK! WHAM!

On a nearby street road, Trey now wearing his Arsenal costume and Paradox ran down the street with immediate urgency to find Stan.

Currently, Trey had morphed his legs into a pair of XLR8 ones.

WHOOSH! ZIP!

"Are we nearly there Paradox?" Trey questioned the time traveller as the two came to a stop.

No longer running, Paradox briefly regained his breath before he informed Arsenal, "I believe that Stanley is just around this corner."

A Novas City police car was then sent skidding into a nearby building as rubble and debris flew off the wrecked vehicle.

WHOOSH! SKID! CRASH!

"You sure know how to point out the obvious, Doc." Trey then cockily pointed out.

Grinning slightly, Paradox then informed Arsenal, "Well, perhaps we should introduce ourselves to young Stanley and explain the situation to him."

Arsenal nodded back as the unlikely duo then walked against the corner wall.

Glancing around the corner, Trey and Paradox noticed the wreckage of the helicopter in the middle of the road with various destroyed police cars in the nearby area as Arsenal then spotted Upgrade Stan who was morphing off the car he had merged with.

SPLAT! Slither...

Remorphing back to his humanoid state, Upgrade Stan sighed happily relieved that his plan had worked as Trey used his enhanced hearing to perk up on with Stan was saying.

"Phew... I'm glad that my plan to get scared of the cops worked. I'd never want to harm any innocent people doing their job." Upgrade Stan muttered to himself.

 _"Hmm. He certainly seems like a heroic person. I'd better make my move."_ Trey confidently thought in his head.

"Go out first, I'll make my presence known after you." Paradox suggested to Trey who nodded back in agreement.

Walking around the corner, Trey then called out to Upgrade Stan, "Hey there! You did a pretty good job handling those Novas City cops."

Turning around, Upgrade Stan then spotted Trey for the first time as the digital alien observed Arsenal's full costume and appearance.

"I presume you are the masked vigilante known as Arsenal?" Upgrade Stan curiously asked Trey not knowing if he was friend or foe.

Rolling his light gold eyes under his goggles, Trey then laughed and bluntly pointed out, "Of course I am. It's pretty obvious that I am indeed Arsenal."

"Hm. You can't help but be too cautious." Upgrade Stan defined his opinion as he briefly pondered in his head, _"Seems like I may be able to ask him for help."_

Before Upgrade Stan could think anymore, The Omnitrix symbol on his chest then began beeping red.

BEEP! BEEP! BEEP!

"Ah, nuts! Not now!" Upgrade Stan complained just as he transformed back to normal in a flash of bright red light.

FLASH!

Trey briefly covered his eyes from the flash of bright green energy as he saw Stan for the first time as a normal person.

Panting slightly, Stan then shook his head before Trey then muttered in surprise, "What the?! You're a kid?!"

"Seriously?! Who were you expecting? Some kind of young teenager or adult?" Stan rambled on in confusion as he stood back from Trey slightly.

"Well, I was. Not someone your age." Trey admitted before he decided to reveal his true self to Stan.

His eyes flashing green, Arsenal's costume reverted into his bloodstream as he revealed his civilian identity to Stan.

Trey's older light gold eyes carefully studied Stan who's younger deep blue eyes stared back at Trey in curiosity.

 _"Oh dear... I wonder how experienced he is?"_ Stan quietly thought before he noticed Trey's left Ultrimatrix muscle which was glowing red due to the codon energy being emitted from the device.

 _"Holy crap! What's up with his left arm and the red Omnitrix style device?!"_ Stan discovered in shock noticing how different it was compared to his original Omnitrix model.

At the same time, Trey was also thinking about Stan.

 _"Why did Paradox not tell me about what this kid looked like? He's only ten years old."_ Trey realized before he looked at Stan's right arm and spotted the recharging Omnitrix that was clamped onto Stan.

 _"Heh, that brings back lots of good memories,"_ Trey remembered when he had the classic Omnitrix on his right arm when he was younger.

Wanting to move forward, Trey then decided to introduce himself to Stan.

"Anyway, Nice to meet you. Name's, Trey. Trey Sergauson." Trey casually greeted Stan stretching out his right arm.

"Em... I'm, Stan. Stan Hopkins." Stan carefully spoke back as he stretched out his left arm to shake Trey's right arm.

The young Omnitrix wielder and the older Ultrimatrix wielder then shook each other's hand as Trey's eyes then flashed green again.

Noticing Trey's glowing green eyes, Stan then moved his hand off Trey's and stepped back.

Immediately after that happened, Trey's eyes flashed back to normal as his body had absorbed in the unknown DNA samples for aliens that Trey didn't have which Stan did.

This was another feature of Trey's Doppelganger DNA.

At the same time, Trey's arm briefly touched the faceplate of Stan's Omnitrix which caused it to glow a light yellow colour briefly before it changed back to the normal green colour.

BEEP...

"Lombax DNA huh? I'll have to check that out later." Trey mumbled loudly in excitement.

Wanting to learn more about Trey later, Stan then questioned him, "Um, I don't mean to be rude or anything, but can you please help me out?"

Looking back at Stan, Trey then shrugged and pointed out, "Of course I will. Us superheroes have to work together."

"Oh thank you. I'm so grateful that someone can help me out." Stan happily admitted to Trey.

With Stan now wanting to work with him, Trey smirked and decided to call out Paradox.

"Yo Paradox! You can come out now." Trey yelled loudly from behind his back.

Paradox then emerged from behind the corner and walked down towards the two different wielders as Trey smirked and crossed his arms.

Recognising Paradox from earlier, a stunned Stan muttered out, "What the?! That's the guy in the lab coat I've seen several times before!"

"You are right, Stanley Hopkins. I first encountered you in Albuquerque during your encounter with Rojo." Paradox accurately predicted his first encounter with Stan.

Remembering what had happened to him on that fateful day when he first met Paradox, Stan was left speechless struggling to comprehend everything at once.

Staring his face down at the ground in shock, Paradox looked at Trey and nodded to him.

"I know, it's a lot to take in. But I and Paradox are here to help you." Trey calmly remarked to Stan kneeling near him.

Looking at Trey and Paradox, Stan sighed and calmly accepted what was happening to him despite how absurd it seemed.

"Okay... First off, where am I?" Stan bluntly asked Paradox and Trey.

"You're on the planet of Tetris Nova in Novas City." Trey first explained before he remained silent.

"That is correct, young Tremaine. Now Stanley, please pay close attention to me." Paradox inquired to Stan.

Listening carefully, Stan and Trey remained quiet as Paradox asked Stan, "Have you ever heard of the multiverse theory?"

"Yeah, the multiverse theory states that there are multiple universes right?" Stan smartly questioned Paradox as Trey watched on impressed by how smart Stan was.

"That is right, now please listen carefully." Paradox inquired to both Stan and Trey.

Stan listened carefully as Trey pointed out, "Take your time doc."

"The multiverse theory is true. There are an infinite amount of universes that exist each with their unique properties and events that occur. For example, there is a timeline wherein 1969, the Soviet Union stepped foot on the moon instead of the United States during the Space Race. The multiverse that we inhabit is known as the Omniverse which is made up of different dimensions that all have one thing in common. An Omnitrix wielder that influences the reality they inhabit in various ways both similar and new." Paradox fully explained to Stan and Trey.

"Whoa... That's insane to think about. So I guess it would be like the time paradox from the first Terminator movie?" Stan muttered out in shock and awe.

"Yeah, something like that. It's very similar to what happens in the movie." Trey then explained back agreeing with Stan's interpretation on the matter.

"The pair of you are both true. Now as I said before, each reality has a different Omnitrix wielder. I believe the very first one was some version of Ben. And the best part is that every reality has a different Omnitrix wielder, in some dimensions a version of Gwen found it whilst another original individual who was not Ben or Gwen acquired it. There are even realities that have a villainous individual such as Vilgax or Ryan. This brings us to Eon." Paradox fully rambled on the second time.

The memories of both Vilgax and Ryan affected Stan and Trey briefly before Paradox finished his explanation by saying, "Eon is an entity who has many different counterparts across the Omniverse, their main goal is to get rid of their Omnitrix user and try to take over space and time. That is what you need to know."

Silence gripped the air before Stan bluntly pointed out, "So, this Eon is responsible for my group who is the Tennyson trio from my dimension being kidnapped?"

"Get in line kid. That asshole is responsible for some of my team members being taken as well." Trey angrily remarked wanting revenge on Eon no matter what.

"I'm afraid that is the truth. Now we must make progress in stopping Eon's plan before things get worse." Paradox informed the group before he took out his pocket watch from his lab coat.

Then in the distance, the sounds of more Novas City Task Force vehicles were heard approaching the empty street littered with ruined vehicles.

Stan paid attention to the pocket watch as Trey advised him, "You might want to stay near us, he's going to take us to his lab."

Stan merely nodded as both he and Trey moved closer to Paradox before the three vanished from the area having been covered by a blue time portal.

FLASH! THWOOSH! BZZTT!

The blue time portal slowly vanished as more Novas City Task Force vehicles arrived on the devasted street to assist with the cleanup and recovery effort of the area.

Meanwhile onboard the S.S. Executor, Eon's flagship...

It was a dark and dingy environment where Eon's prisoners had been locked up.

Currently, several Chronian guards were guarding the large cell which had electrical energy bars designed to fry anyone who even thought about touching them.

Inside the jail cell, three people who were associated with Team Arsenal had been placed in the jail cell with bio dampening collars placed on their necks to prevent them from using their powers.

Logan was knocked out having been slumped against a wall whilst Ben and Aubrie were standing up together.

"Oh, Ben, What are we going to do?!" Aubrie nervously muttered to her boyfriend as Skurd was stuck to her arm.

Looking around the jail cell, Ben shrugged and pointed out, "I don't know Aubrie."

"Well, I'm confident that somehow we'll end up managing to be victorious," Skurd reassured the two before he looked at Logan who was slumped against the wall before remarking, "Although Master Gold is currently unconscious. I'd advise waking him up."

Agreeing with Skurd, Ben then moved away from Aubrie and Skurd proceeding to Logan.

"Psst, Loags are you awake?" Ben whispered to him.

Hearing Ben's voice, Logan slowly opened his light green eyes and murmured out, "Huh? Benji? Where are we?"

"We've been hurled into a jail cell by Eon's forces. Don't you remember?" Ben reminded him as he assisted Logan off the floor.

"Oh yeah, of course... How could I not?" Logan said before he asked Skurd and Aubrie, "Are you two okay?"

"We're fine, thanks, Logan. As for Bellwood? It's in a very shitty state." Aubrie informed Logan.

Skurd then explained to Logan, "As far as I'm aware, Eon's forces have completely taken over the city by targeting key locations including the Nuclear Power Plant, the Mayor's office and the Vault. It's highly likely that many of our trapped foes are now causing havoc across Bellwood."

Before Logan could reply, footsteps were heard in the distance as two Chronian guards walked down the cell holding a new prisoner.

Trey's current girlfriend, Ellie Stoaker.

"Huh? Who is that?" Logan muttered in confusion as the Chronian guards shoved Ellie inside the jail cell.

Creak... THUMP!

Before Ellie could try and break out, the Chronian guards blocked the exit door as Ellie groaned out, "Urgh, my head."

"Wait a moment... That's Ellie! Trey's current girlfriend! I remember meeting her during the time where Charity was trapped." Ben muttered in shock.

One thing to note is that Ellie had not met the other members of Team Arsenal besides Trey's version of Ben.

The group of three teenagers quickly moved over to where Ellie was as the vampire teenager moved up from the ground.

"Er... Ben? Is that you?" Ellie recognised him as she didn't know the other two.

"Yeah, it's me, Ellie. The other two are Aubrie Rose and Logan Gold. Members of Team Arsenal on Earth." Ben informed Ellie.

"Wassup? My name's Aubrie Rose and this Slimebiote are Skurd." Aubrie introduced herself as Skurd waved to her.

"Likewise, Ellie, Stroker." The vampire teenager shook Aubrie's hand back.

"So you're the vampire girl huh? Nice to meet you, I'm Logan Gold. I'm the leader of Team Arsenal here on Earth." Logan then greeted himself.

"The vampire girl huh? Trey warned me you're somewhat of a jerkass." Ellie ranted back as she briefly flared her sharp vampiric teeth at Logan.

Logan merely stayed silent and leant against the wall in response to that, thinking about his family.

"So I guess everyone's here now. I mean things can't get any weirder right?" Ben then questioned the group of five.

How wrong he was.

"Let me go right now!" A familiar childlike voice called out before a young girlish voice called out, "Give it a rest will ya?!"

Stunned, Logan and Ben recognised that voice as they looked at each other.

"Benji, did that sound like you when you were younger?" Logan began before Ben stated, "The younger version of me and Gwen? Pretty much."

Several Chronian guards then dragged in the younger version of Ben and Gwen along with Max from Stan's Dimension and pushed them into the jail cell.

Creak... WHOOSH! THUMP!

The Tennyson trio was shoved into the jail cell as the Chronian guards then locked the door and left the group of captured allies.

Immediately, the young Ben and Gwen kneeled near Max as they called out, "Grandpa! Are you okay?"

Groaning slightly, Max then woke up before he muttered to the kids, "I'm fine... But where are we... And what the devil?!"

The younger Ben and Gwen then turned around and spotted the group of five including the teenage version of Ben.

There was stunned silence in the jail cell.

"What the hell?" Aubrie then dropped the silence in the room as Max quickly stood in front of the younger Ben and Gwen.

"I'm only to going ask this once, Who are you lot?!" Max angrily demanded the others protecting the kids behind him.

"Hey, Max take it easy. We don't want any trouble." Logan calmly spoke to Max as Ellie and Aubrie stayed quiet, not sure what to say.

Knowing that they were friendly, Max eased off and muttered, "Okay, so you're friendly. But you still didn't answer my question."

Logan merely nodded to the older Ben who carefully moved forward to his younger counterpart.

"It's me, Grandpa Max. Ben." The older Ben dropped the revelation as Max and Gwen remained frozen speechless.

Max's eyes widened in shock as the younger Ben stared at his older counterpart in shock.

"What?! No way... How is that even possible?!" The younger version of Ben then blurted out before he noticed the older Ben's Ultimatrix, "And is that an Omnitrix, older me is wearing?!"

Rasing up his hands, The older Ben stated, "Well, not exactly. It's more of an Ultimatrix instead. It's similar to an Omnitrix."

"Oh man... That is so awesome!" Younger Ben shouted out in excitement.

"Great now I have to deal with two dweebs," Gwen sarcastically muttered under her breath.

Max then stood upright and faced the group before he said, "Well, I'm sorry for my attitude earlier. I was just worried about the kid's safety."

"No worries, Max. Back when I and Ben were younger, you were just as concerned about us then." Logan confidently remarked to Max.

"Yeah, you seem pretty cool in my book." Ellie then informed Max before she spoke, "I'm Ellie Stroker. Nice to meet you, Max."

"Same here, my name's Aubrie Rose and this is my ally, Skurd." Aubrie introduced herself as Skurd waved from her shoulder and said, "Pleasure to meet you all."

"As for me? My name's Logan, the leader of this group known as Team Arsenal." Logan proudly introduced himself.

"Team Arsenal? So are you guys members of a superhero team?" Young Ben then asked the group of five.

"Pretty much younger me," Older Ben replied.

"So where exactly are we then?" Gwen questioned the group as she looked around the jail cell.

"Some kind of Chronian spaceship Gwen." Skurd replied to her before he rambled on with a long theory," The Chronian race was once a mighty and powerful civilization that was unrivalled for billions of years. Then they misused their time powers leading to their civilization crumbling and falling apart. I'd presume that this Eon fellow leads the last of the Chronian survivors for his army."

"So I take it were not in our reality anymore. That is so insane to think about." A shocked Gwen muttered out.

Impressed with Skurd, Max then explained to everyone, "Well you got that part right. But the main thing to know is that it's not the first time I've seen Eon."

"What do you mean?" Emily questioned him curious wanting to know more about the Eon situation.

"When I was a young Plumber back in the 1970s, Eon showed up at the Mount Rushmore base with a small army of Chronian soldiers. He said that he was looking for a device known as the Hands of Armageddon which we had stored in the base. Although for some odd reason, before Eon could use the Hands of Armageddon, he decided to abort his invasion and he fled leaving his army behind which was subsequently beaten." Max informed everyone.

"So what happened to the hands of whatever?" Young Ben questioned Max.

"Well, The Plumbers managed to destroy the Hands of Armageddon for good because that device would have caused a Chronian invasion of Earth if we didn't get rid of it." Max then told everyone the good news.

Thinking about what Max and Skurd said, Logan then told everyone, "So we don't have to worry about the Hands of Armageddon since it's been destroyed... Although we're still trapped here and we don't know where Arsenal is."

"Who is Arsenal anyway?" Gwen then asked the older teenagers.

"Arsenal is essentially the most famous superhero around here. Where have you been?" Aubrie jokingly informed the group.

Unimpressed, Max and Logan glared at her slightly before she shook her shoulders and said, "What? Can't I try to lighten the mood?"

"It's alright Aubrie, but we should try and stay focused." The older Ben informed her gently.

Aubrie slowly moved over and hugged older Ben in response.

"Urgh... Why am I with a girl?! Doesn't older me know about cooties?!" The younger Ben groaned in disgust.

Rolling her eyes, Gwen crossed her arms and bluntly told him, "Cooties aren't real. Just get over it already."

"Ahem!" Ellie then loudly coughed out as everyone in the cell looked at her before she stated, "Thank you. As for who Arsenal is? He's one of the most amazing, badass and awe-inspiring people you could ever meet. And he's my boyfriend who's real name is Trey."

"Damn, Charity is not going to be pleased when she finds that out," Logan mumbled under his breath.

With most of the questions now solved, Max then asked Logan one last key question.

"Does your friend prefer to be called Trey or Arsenal? And does he have an Omnitrix?" Max questioned the teenagers.

"Sort of, It's more of an Ultimatrix muscle." Older Ben stated as Ellie pointed out, "I think he doesn't mind, to be honest."

"There's still one major thing to point out. Where's Stan?" Gwen then bluntly pointed out.

"Who the hell's Stan?" Aubrie questioned Gwen in response.

"He's my best friend and he's the wielder of the Omnitrix." Young Ben then called back to Aubrie.

"I think I have a good feeling as to where Trey and your friend Stan, maybe." A grinning Logan then informed the group as he remembered his previous encounter with Paradox.

Speaking of which back with Paradox, Trey and Stan...

FLASH! THWOOSH! BZZTT!

A blue time portal opened up in an empty warehouse on the outskirts of Bellwood as Stan and Trey then tumbled out of the time portal and landed on the floor.

WHOOSH! THUD!

"Ooof!" Stan grunted in pain as his brown glasses slide off his face and landed on the floor whilst Trey landed on his back and gritted his teeth in pain.

Managing to regain his brown glasses, Stan heard Trey mention something about crappy time travel.

"You sure are right Trey." Stan replied in agreement as Trey shrugged in response and said, "Glad we share the same viewpoint, Stan."

Paradox then stepped out of the time portal which subsequently faded and closed.

"Apologies gentlemen, but I'm afraid my calibration was slightly off." Paradox apologised to the two young heroes.

Looking around, Stan noticed that he was in some kind of futuristic laboratory that had been designed by Paradox.

White walls dotted the room with various supplies and a small living area that had been set up for Paradox to relax.

In the centre of the laboratory was a large computer monitor that was connected to a large interdimensional portal device Paradox had designed in his spare time.

"Huh... This is very impressive, Doc." Trey then spoke as Stan watched on quietly not sure what do say.

"Anyway, welcome to my laboratory. It's my current living quarters and home away from home." A smiling Paradox informed the two wielders before he said, "Now this way, please."

Trey and Stan slowly walked forward to Paradox's large computer as the time traveller slowly activated the computer.

Beep... WHIRRR!

The computer then booted up as Paradox informed the two boys, "We're going to need help to beat Eon. And we need more than you two."

"So we need more Omnitrix wielders like us then?" Stan questioned Paradox.

"Of course Stanley. And we're going to need some good friends of yours Tremaine." Paradox informed the two.

Excited at the prospect of meeting other Omnitrix wielders like him, Stan smiled brightly as Trey grinned as well and blurted out, "Awesome! I can't wait to see all my old friends again like Kyle!"

"I'm glad to hear that, now please pay attention." Paradox began as he typed a command input on his keyboard.

Tap! Beep! Flick!

The computer screen then showcased an image of the first Omnitrix wielder the group would have to find.

A young teenager who is known as Kosta Blake.

Kosta Blake is a teenager who is 16 years of age with his superhero name being known as Alienate.

Much like Trey, he is African American and he has light blue eyes.

He is taller than Stan but he is shorter than Trey with his hair being black and kept in a causal haircut style.

His clothing consists of a puffy yellow vest along with a white long-sleeved t-shirt.

He also dons a pair of smart black shoes and some casual blue jeans.

His Omnitrix is located on his left wrist.

As for the Omnitrix, he wields?

Kosta's Omnitrix is a rectangular wristwatch which has a yellow and black colour scheme.

When Kosta uses his Omnitrix, a holo user interface appears instead of the large bulky dial and interface the original Omnitrix has.

After Kosta selects his alien, the Omnitrix dial appears and Kosta transforms into the alien he has selected.

As for his personality?

Kosta is a very smart and determined person who will mainly stay focused on the task he has been given.

Sometimes when Kosta meets someone new, he tends to attack them until the situation tends to resolve itself via intervention or assistance.

Kosta also cares about his friends and family and is a generally good person overall who is known as a public superhero back in his home dimension.

Kosta also tends to call people by their last name sometimes much like Paradox.

So that's everything you need to know about Kosta Blake.

"Allow me to introduce the first Omnitrix wielder, Kosta Blake. He is currently studying at a university for higher education, As for how he acquired his Omnitrix, he discovered it in a laboratory in a corporation run by his evil uncle where it was being stored in a display tube. Stunned by his find, he then placed the Omnitrix on his arm and became a hero. The corporation designed his Omnitrix which is rather remarkable. As for his species or origin, he seems to be a regular Human." Paradox fully informed Trey and Stan.

"Man. I haven't seen Kosta for a long time. Funny how he doesn't seem to have aged that much." Trey jokingly remarked.

"Don't be silly, I'm sure this Kosta fellow has aged just as you have." Stan bluntly told him not knowing Trey was immortal.

"Relax, Kosta has aged since you last saw him, Trey, I believe time moves slower and quicker in different Dimensions." Paradox explained to the two before he remarked, "Now onto the next wielders."

Now interested and fully absorbed into his newest adventure, Stan eagerly asked Paradox, "So who's next then?"

Tap! Beep! Flick!

The next Omnitrix wielders that were revealed were...

Kyle and Kayla Tennyson.

Kyle and Kayla Tennyson are among some of the oldest and most famous wielders out there as Paradox first noted that both were active around the late 2000s to early 2010s.

Both Kyle and Kayla have similar features including light blonde hair, a similar skin tone and luminous red eyes.

They are also eighteen years of age.

Now, what do they wear?

First of all, Kyle wears a dark black shirt which has a big bold white skull and crossbones style design on it.

Above the shirt, Kyle dons a comfy bright red hoodie which has customed designed black lion heads near the sleeves.

Kyle also wears a pair of messy black shoes along with some old ripped blue jeans.

As for Kayla?

Kayla wears a comfy light red hoodie that rises to her stomach which she wears over a black crop top.

Kayla also dons a pair of tan capri pants and sporty red sneakers.

Both Kyle and Kayla due to their DNA chemistry having being changed over the years have red glowing Codon energy around their bloodstreams due to how long they've wielded their devices for.

Now, what about the Omnitrix's the two use?

Well, Kyle has a Ultimatrix gauntlet much like the older version of Ben does.

The only major difference is that Kyle's is red.

And the fact that the A.I. inside Kyle's Ultimatrix is sentient.

As for Kayla?

She has a pair of pink Biomnitrix gauntlets that allow her to create fusion aliens.

The Biomnitrix gauntlets are thick gauntlets that cover both of her arms and have a widened Omnitrix symbol on each side that glows pink with Codon energy.

So what are their personalities like then?

Kyle is a very hot-headed and temperamental person most of the time. Despite this, he cares about other people and has saved the world hundreds of times in his dimension.

Kyle also tends to be emotionally sensitive sometimes, but he does not give up and pressures himself to get the job done in a good way.

Overall, Kyle like the other wielders is a very good person who is cared for by his friends and adoptive family.

Kayla is similar to Kyle but is she very smart and caring and adorable as well.

Kayla is one of the smartest beings in the dimension she inhabits.

One last thing to note is that Kayla can be hyperactive sometimes.

"Let me guess, they're twins correct?" Stan then questioned loudly.

"Sort off, but they're more like brother and sister," Trey suggested to Stan.

"These two young adults are Kyle and Kayla Tennyson. Both of them are very similar in terms of personality and things they like. I'll start with Kyle. Originally he found the original crashed Omnitrix pod when Ben should have found it when he was 13 years old. As a result, he became a hero known as Kyle 10. By the end of his summer, Kyle upgraded his Omnitrix to the Ultimatrix whilst Kayla gained the classic Omnitrix. Recently during Vilgax's Vengeance, Kayla ended up upgrading her Omnitrix into the Biomnitrix which allows her to use powerful fusion aliens. Kyle is no slouch however as he can also use Ultimate and Giga aliens which seem to be native to his dimension only. I have heard mention of an Omega alien ability as well, but that seems to have not happened yet. Kyle and Kayla also have several other abilities they can both access as well. Such as Chakra energy, Chaos Powers and KI Control. Both of them are Half-Human\Mobian Hybrids." Paradox fully informed the two having explained everything there was about them.

"Ultimate, Giga and Fusion aliens?! Seriously?! How powerful are those two?!" Stan muttered in shock and disbelief not wanting to get on Kyle or Kayla's bad side.

"Those two are certainly the ace of their home dimension. I think I'm slightly more powerful though." Trey replied as Paradox nodded in agreement.

Merely knowing about the other wielders and how powerful they were, Stan then sarcastically pointed out, "I guess I'm just an insignificant insect."

"Don't be foolish, Stanley. You will be capable of great things in your way as you get older." Paradox confidently reassured Stan.

"Paradox is right. I became a completely different person thanks to my Doppelganger DNA." Trey then casually replied meaning to talk to Paradox in private.

Scratching his head in confusion, Stan then questioned Trey, "You're a what? You don't look like a clone to me."

"Technically I am, but it's a long story." Trey grinned before he explained, "Basically a Doppelganger such as myself can use any DNA in the universe which means I can become any alien I want to be. If that's not enough, I can also Ulitmate forms and manipulate my body into alien limbs."

"So you're an alien as well?! But you look like a Human." Stan then pointed out struggling to comprehend all this information at once.

"Ahem, I think we're getting off track here. I'll showcase the last wielder we need to find." Paradox informed the two before he pressed a button his keyboard.

Tap! Beep! Flick!

The screen then changed showcasing the teenage version of Ben from Trey's Dimension.

"Wait?! Is that Ben?! No way!" Stan then muttered in shock speechless that Ben had somehow managed to acquire an Ultrimatrix of his own.

"Yep, That's the older version of Ben I know. He's one of my best friends." Trey happily pointed out to Stan who stated back, "Same here!"

"Ah yes, this version of Ben was once a regular child, but one day he had a fateful encounter with Trey here which lead to his small group of friends being invited by Max Tennyson to go on the summer vacation. As a result, Trey discovered his version of the classic Omnitrix and as the years went by, Ben eventually acquired his own Ultimatrix. And yes, there are two teenage versions of Ben we need. One from Trey's dimension and the other one who is from Kyle's dimension. As for his species, he is a Half-Human/Anodite hybrid which are beings made of pure Mana energy which is also known as Magic." Paradox fully explained.

"Wait... Two versions of Ben?! And he's something called an Anodite? Huh... I... feel funny..." Stan then sheepishly pointed out before he then slowly tipped over having fainted from shock.

Trey then used his Fasttrack speed and grabbed hold of Stan just before he nearly fainted on the ground.

WHOOSH! ZIP! GRAB!

"You didn't tell me he would faint!" Trey angrily ranted at Paradox having grabbed hold of Stan in his arms.

"Apologies, I was not expecting such a heightened reaction, Tremaine. Besides, I believe we can talk in private now." Paradox informed Trey.

Confused, Trey raised his eyebrow and asked, "About what? We've got a team to round up and my friends to save from this Eon douchebag."

"It's about Stan himself. I've been studying his DNA recently and I've discovered something rather intriguing." Paradox rambled on as Trey then rolled his eyes.

Moving forward, Trey then stated, "Look Doc, it sounds really interesting, but we've got a job to do."

"Stan's a Half Saiyan like you formerly were." Paradox dropped the stunning revelation.

Immediately, Trey turned around and looked at Paradox in shock.

"What?! He's Half Saiyan?! How the hell is that even possible?!" Trey expressed in wonder and awe before he looked down at Stan not knowing how such an innocent person like Stan was a half member of the mighty Saiyan warrior race.

"Indeed he is. And we must talk about how he would handle such a revelation considering his young age." Paradox cautiously warned Trey.

Trey merely looked back at Stan and Paradox before he nervously realized, _"Guess the stakes have just gotten even higher then they were before."_

At the same time back on the S.S. Executor in the command centre of the spaceship...

Most of Eon's forces were busy commanding the invasion from the command centre as Eon himself walked through the corridor's of his mighty vessel with his loyal ally, Ozymandias.

"What is the current status of the prisoners?" Eon coldly questioned Ozymandias.

"We currently have eight prisoners my lord. Trey Seguason's mate, and some team members from his associated team on Earth. We also managed to capture Stan Hopkin's Tennyson group he has been travelling with." Ozymandias replied.

Smiling under his mask, Eon then pointed out, "Excellent work as always. The next phase of the plan is to prepare for the taking over of weaker dimensions whilst securing our grip on this dimension."

"And what about the more dangerous individuals out there such as Kyle Tennyson? Should we enact the emergency plan to seal off those dimensions forever?" Ozymandias questioned him.

"Of course, I do not wish to fight him or Trey Seraguson. Those two combined would surely result in my untimely demise. However, I possibly believe that during the battle, my power level may rise to incredible levels because of my corrupted S-Cells." Eon hypothesised about how strong he could get when fighting in battle.

"I see because of your Half-Saiyan biology which you choose not to suppress by combining it with you Chronian powers... There's no telling how powerful you could become. Hmmm... you remind me of Dr Manhattan from my universe where my plan to prevent Mankind from being wiped out by nuclear extinction was used against him." Ozymandias then informed Eon.

Knowing about his past, Eon then stated, "One of the reasons I choose you to be my key ally. You played the biggest practical joke in Human history. Quite remarkable really."

Smiling darkly back, Ozymandias then dropped his famous quote, "I'm not a comic book villain."

The two then couldn't help but laugh quietly before they stopped laughing.

"And yet, I still can't help but wonder something." Eon sadly muttered out.

"What's wrong?" Ozymandias questioned his good friend.

"Is it possible that even with the power I have, do you think I could beat the bastard who ruined my previous life before?" Eon then asked Ozymandias.

"I am unsure of how to answer my lord. But I do believe we should focus on the present now for our glorious plan." Ozymandias truthfully advised Eon.

Sighing in relief, Eon then rambled on, "Of course... The grand plan is the only source of action I have left. There is now way I could return in this condition since have detached all my ties to Humanity. Only my victory shall satisfy me."

The two then continued walking down the corridors of Eon's spaceship...

Meanwhile back in Paradox's laboratory...

Stan slowly opened his eyes and noticed he was lying on a medical gurney with an IV tube strapped to his right arm.

"Urgh... My head... I guess it was all just a dream then." Stan grumbled loudly.

"Nah, it's all real." Trey jokingly replied having sat down on a chair near Stan.

Glaring at Trey slightly, Stan then complained, "So why did I faint? I've never done that before."

Knowing what Stan truly was, Trey then regretfully lied to him, "You must have fainted due to the shock of the situation with me being an alien and all that with everyone else."

"Ever heard of the expression, too much to handle at once?" Stan then snarkily replied to Trey not knowing he was being lied to.

"Yeah, I do. So how exactly did you get your Omnitrix?" Trey then questioned Stan as he removed the IV tube from Stan's right arm.

"I found it a forest at night near a campsite, I only had ten aliens back then. Now I've got fifteen." Stan informed Trey before he sighed and sadly muttered, "And then I went Heatblast and I caused a forest fire which was thankfully stopped."

"Cool, the first-ever alien I turned into is an alien called Flamecrow, he's a flaming scarecrow who can shoot fire like Heatblast. And I got twenty aliens when I first found my watch. Now I have over one hundred and forty-five recorded alien's I've turned into with hundreds more I've yet to become."

"Woah?! One hundred and forty-five aliens?! That's a lot! How did you even get that many, to begin with?" Stan then curiously questioned Stan.

"Years of practice and experience. That's how." Trey smoothly replied before he asked Stan, "So do you want to see some of my aliens?"

"Perhaps, but we really should get ready for the mission to save our loved ones," Stan suggested to Trey.

Before Trey could reply, Paradox then stated, "Quite right, Stanley. Please come with me, the pair of you."

"Sure thing, Doc," Trey replied eagerly as the trio then moved over to Paradox's interdimensional teleporter.

"You two will be travelling to Kosta Blake's dimension to retrieve him for our cause." Paradox informed Trey and Stan as he activated the dimensional coordinates with his computer.

Tap! Beep! Flick!

"So we just go through the portal to get to Kosta's dimension, right?" Stan then nervously questioned Paradox.

"Of course, it's not rocket science." Trey jokingly remarked before he asked Paradox, "So where's Kosta currently hanging out then?"

"Kosta is currently within his school academy studying for a higher grade exam. Unfornantly, I believe that Eon will soon send his forces to capture or subdue him. Therefore you must somehow get Kosta out of school and with you. Then I will create a portal and teleport you back here." Paradox informed the two of his plan before he called out, "Your Omnitrix and Ultimatrix muscle can be used as communication devices so I'll be able to update you on your progress."

"The watch can act as a radio? Interesting." Stan called out as the teleporter device then activated.

WHOOSH! ZAP! WHIRRR!

"Let's do this, kid." Trey then remarked to Stan who smiled back in response.

The two then walked to the teleporter as Paradox called out, "Remember, be quiet and careful!"

Stan then realized something very important.

How would they blend into the school?

"Hey, how..." Stan began just before the two plunged into the inter-dimensional portal.

WHOOSH! ZAP! FLASH!

A few moments later in Kosta Blake's Dimension...

It was another boring and regular day in the city of Bellwood where Kosta Blake's high school was.

Currently, a janitor was sweeping the floors as he walked past a closed janitor's closet.

Then, a blue time portal emerged.

WHOOSH! ZAP! FLASH!

The next thing Trey knew was that he landed against a wall as Stan then walked out of the time portal.

"Do we blend in?" Stan muttered in confusion just as the blue time portal closed in on itself.

WHOOSH! ZIP!

"Chill out, Stan. We can figure out a good plan." Trey calmly reassured the young Omnitrix wielder as he leaned down and placed his Ultrimatrix muscled arm on Stan's left shoulder.

Looking back at the older Ultrimatrix wielder, Stan then bluntly pointed out his opinion, "Um... I just want to get my family back thank you. So yeah, no rush."

Trey and Stan then grinned at each other before the two moved away from each other.

Then, Paradox's voice pinged through Stan's Omnitrix and Trey's Ultimatrix muscle.

"Is this working? Testing... Testing..." Paradox's voice blared through the watches.

"Yep. Sure is working doc," Trey optimistically replied.

"Good now then, you two will need to disguise to blend into the high school more." Paradox instructed the two.

Looking around the janitor's closest, Stan then sarcastically stated, "We're in a janitor's closet. Not a clothing shop."

"Fear not, I think that your clothing is more than suitable, Stanley. I believe that Tremaine may need a change in clothing, however." Paradox pointed out.

Trey's eyes then flashed green as the fabric within his bloodstream caused his clothing to change into something smarter.

Gone was the rugged clothing he wore which had instead been replaced with a pair of smart black shoes, blue trousers and a smart white shirt which had an amber tie tied around his neck.

Observing his new look, Trey smirked and said, "Oh yeah, that'll do nicely."

"Eh... Maybe that should be your new look from now on." Stan snarkily joked to Trey.

"Just for this mission. Then once we've got Kosta, were out of here. Now let's go." Trey informed Stan.

Nodding back, Stan then opened the janitor closest door.

Creak...

The door slowly opened as Stan and Trey peered their heads around the corner and noticed an empty hallway that stretched on to a pair of double doors on either side of the corridor.

"Paradox, what classroom is Kosta in?" Trey muttered in his Ultimatrix muscle.

"Hm... Checking schematics of the school now... And bingo! Kosta is currently in Class 2B." The time traveller informed the two.

"Class 2B. So that would be on the second floor." Stan then suggested.

Before Trey could reply, however, a school alarm then rang out.

RING! Creak! Thump!

Various school students were walking out of classrooms and down the corridor.

"Back inside!" Trey whispered to Stan as the two then closed the janitor door.

Creak... Thump!

"Great, a large crowd of students. Now what?" Stan mumbled out in annoyance.

Trey merely grinned at Stan before he cockily replied, "It's hero time."

Knowing that catchphrase, Stan then stared at Trey before he muttered, "You use that inspirational quote as well?"

"Not just him and you. But nearly every single heroic Omnitrix and Ultimatrix wielder in existence." Paradox's voice chimed through the watches.

Not surprised, Stan then eagerly questioned him, "Well, what are we waiting for then?"

BEEP!

Stan activated the Omnitrix as he scrolled to Ghostfreak's silhouette whilst Trey began thinking about what alien to transform into.

Trey then decided to transform as his amber eyes changed into that of bright red colour as his DNA began changing.

While at the same time, Stan tapped down his Omnitrix and transformed as his blue eyes flashed green.

FLASH!

Lights of green and red flashes briefly covered the janitor's closest as two ghostly aliens slowly emerged from the light.

The first alien was a ghost-like alien that had pale white skin with black lines dotted over his body.

He had no legs and wore the Omnitrix symbol on his lower left chest with his singular purple eye observing the area.

Nearby was the second alien which floated above the ground just like his colleague.

The second alien was a grim reaper like alien that had thick black skin who wore a matching black hood over his head.

Much like the other one, he had no legs and wore the Ultimatrix symbol in the middle of his chest as his two glowing red eyes scanned the area.

Lastly, the alien was carrying a large scythe which could do several things including, firing freeze rays, and being used for combat abilities.

Stan had transformed into the Ectonurite known as Ghostfreak whilst Trey had become an alien known as Rhapsody, a Nightmarian from the planet Anur Phaetos.

Both species were from the same planet.

"Ah... It's good to be back... Ghostfreak rocks..." Ghostfreak Stan confidently wheezed out.

"Amen dude. This is Rhapsody." Rhapsody Trey introduced himself with a thick deep voice whilst Ghostfreak Stan looked over his counterpart.

"So... I take it you're a ghost... Like me... Good..." Ghostfreak Stan rasped out as Rhapsody Trey smirked with his red eyes.

"Of course, now we should find Kosta, dude." Rhapsody Trey remarked back before his skin became intangible.

Whoosh...

"Let's go..." Ghostfreak Stan replied as he became intangible as well.

Whoosh...

The two ghost aliens then faded through the wall of the janitor's closet as they proceeded to Class 2B.

Whoosh...

Flying above the crowd of people, Rhapsody Trey and Ghostfreak Stan remained silent until...

"Uh... Gentlemen, we have a problem." Paradox nervously muttered through his communication device as the Omnitrix and Ultimatrix picked up his voice.

"What is it, dude?" Rhapsody Trey quietly whispered back.

"It's Eon! He's sent in a strike force to remove Kosta Blake's Omnitrix and destroy it!" Paradox bluntly informed the two.

"Oh, dear! We'd better get moving..." Ghostfreak Stan wheezed back as the two ghost aliens increased their speed in the air.

Meanwhile in that said class...

Sixteen-year-old Kosta Blake patiently waited as he checked over his exam syllabus having sat down on a chair.

Currently, Kosta was wearing his school outfit, a pair of blue trousers, black shoes, a white dress shirt and a red tie.

 _"Oh boy... Why do I even have to study this exam? I want to do some hero work right now."_ Kosta mentally thought as he glanced at his yellow Omnitrix.

Briefly turning around, Kosta saw his two best friends, Aiden and Mayta sat on opposite tables.

Aiden is an African American person around Kosta's age.

He has a thick mohawk and dons the standard school outfit.

Mayta is a girl who is also Kosta's age.

She dons a white blouse, a blue vest and a blue skirt.

Both Aiden and Mayta waved back to Kosta who smirked back as the teacher known as Mr Matenk droaned on.

"Now then class, before we begin the exam, I'd like to take the time to give some basic questions before we start." Mr Matenk informed the group.

Looking around the class, Mr Matenk decided to answer a question to one of his more annoying students.

"Mr Blake. What is the square root of four?" The teacher bluntly questioned Kosta Blake.

Kosta's light blue eyes widened in surprise before he replied out, "Two. Sir."

"Excellent, now then, Mayta. Could you..." Mr Matenk rambled on as Kosta then muttered under his breath, "So bored..."

FLASH! THWOOSH! BZZTT! ZAP! SPARK! KA-BLAM!

The stone wall on the right side of the classroom then exploded as debris and rubble flew everywhere with a purple time portal opening in the wall nearby.

Stunned, Kosta then scrambled up from his chair as Mr Matenk then muttered in shock, "What the?!"

ZAP! SPARK! BLAM!

A purple energy beam then zapped Mr Matenk as he fell onto the floor knocked out.

Immediately, Aiden and Mayta took action as the students began panicking.

"Holy hell! Run for your life!" One student blurted out as several Chronian soldiers then entered the classroom with the same Chronian commander from before leading the mission.

The Chronian commander merely stared at Kosta Blake as he ordered his soldiers, "Soldiers! Secure the perimeter!"

"Everyone, get out of here!" Aiden shouted out the students who quickly scrambled out of the classroom as the Chronian soldiers marched around the classroom.

"Kosta, come on!" Mayta blared out in fear as he stared at his crush before he called out, "Just go Mayta! I'll be alright!"

"Mayta, let's go!" Aiden advised her as he took hold of her shoulder.

Feeling reluctant, Mayta and Aiden quickly left the classroom as two elite Chronian soldiers appeared carrying an Omnitrix containment device similar to the one Kevin 11 and Vilgax used against Stan back in the Null Void.

"Well, well. If it isn't Kosta Blake... aka Alienate. Yet another Omnitrix wielder that Lord Eon wishes to be taken out. I do believe that your threat level is rather low." The same Chronian commander joked to Kosta.

"Yeah, yeah. I don't care for your evil speech and all that, I've dealt with evil assholes like you before." Kosta cockily remarked back as his left hand slowly moved towards his Omnitrix.

There was laughter in the ruined classroom as the Chronian commander calmly stated, "My dear child... You have no idea what my master is like. He is far superior then what your mortal mind can comprehend. Now... Remove his Omnitrix!" The Chronian commander ordered his elite troops.

The Chronian soldiers surrounded Kosta who quickly attempted to activate his Omnitrix.

However, it would not be easy for the mooks to subdue him.

On instinct, Kosta then jumped up and hurled his bag at one of the Chronain's who ended up back first on the floor.

WHOOSH! SMACK! WHAM!

Another Chornian soldier attempted to restrain Kosta only for him to smack the back of his head onto the soldier's mask.

SMACK! THUNK!

"My eyes!" The Chronian soldier grunted in pain before he dramatically fell on the floor.

"Imbeciles! I'll handle this!" The disgruntled Chronian commander then called out as he charged forward with his elite mooks.

The elite Chronian soldier's then subdued Kosta as the Chronian commander slammed him onto the ground.

WHOOSH! SMACK! THUD!

"Ooof!" Kosta gritted his teeth in pain as the Chronain troops pinned him down whilst the Chronian commander moved off the ground has done his dirty work.

"Now, without any further delay. Extract the Omnitrix from his left wrist." The Chronian commander boastfully ordered his troops.

Stunned, Kosta angrily swore out, "You freaks! I swear I'll take you all down when I get out of this!"

The Chronian forces ignored him as the elite Chronian mooks prepared to place the Omnitrix containment device on Kosta's left arm when...

KA-BOOM! FLASH!

The classroom door then exploded as two humanoid aliens of regular height then charged in the classroom.

The first alien had light blue skin, bright red eyes and a grey nitrogen tank was strapped to his back.

He was of a regular humanoid size and wore the Ultimatrix symbol on a blueish-grey strap that went across his chest.

This is Chill Factor, one of the first alien's Trey ever acquired when he first discovered his version of the Omnitrix.

The second alien had bright crystal skin with a pair of diamonds popping up from the back of the shirt.

He had bright golden eyes and wore a bodysuit that was brown on the right side and white on the left side.

Like Chill Factor, he was of regular humanoid size with the Omnitrix symbol being present on his upper shoulder.

This is Diamondhead, one of the aliens that all Omnitrix wielders seem to have.

The two aliens then glared at the Chronian soldiers as Chill Factor Trey then called out with a cold and frosty voice, "Miss me, Blake?"

"No way! Trey is that you?!" Kosta blurted out in shock as the Chronian soldiers froze not sure what to do.

Looking at the Chronian commander, Diamondhead Stan then realized, "Hey, I know him! He took my family from me!"

Recognising him as well, Chill Factor Trey glared his red eyes before he said to his ally, "Damn right, he took my Ellie and some of my teammates as well!"

"Don't just stand there you idiots, Get them!" The Chronian commander called out to his troops which ran forward with their purple energy swords.

"For Lord Eon!" The Chronian's blurted out as Chill Factor Trey and Diamondhead Stan nodded to each other before they ran into battle.

Chill Factor attacked first as he used his frost breath to freeze several Chronian soldiers on the left side of the classroom.

WHOOSH! FREEZE! BLAST! SMACK! CRACK! WHAM!

The Chronian soldiers were frozen into icicles as they remained frozen until...

Before Chill Factor Trey subsequently shattered the icicles with his fists.

SMASH! WHAM!

"Hmph. Those assholes certainly chilled out." Chill Factor Trey noted as the icicles covered the classroom floor before they began melting.

As for Diamondhead Stan?

WHOOSH! SMACK! RATATATAT! BLAM! THUD! WHAM!

Having morphed his left hand into a diamond sword whilst firing diamond shards with his right hand, Diamondhead Stan took out several Chronian soldiers determined to complete the mission.

One of the Chronian soldiers ended up being flung headfirst into the wall by Diamondhead Stan as the Chronian commander did not understand why his mission was failing.

"How can this be?! Lord Eon informed me that a team-up was possible but highly unlikely!" The Chronian commander muttered in shock gripping his helmet with his hands.

With the Chronian soldiers now distracted, Kosta then ended up activating his Omnitrix.

BEEP!

The holographic icon interface activated as the icon for a monkey-like alien appeared.

Satisfied, Kosta quickly took his hand off the watch as a yellow core popped up.

Kosta then slammed down the exposed core and transformed as his eyes flashed yellow briefly.

FLASH!

A bright flash of yellow light covered the classroom as a new alien appeared.

This alien had blue fur, two legs, three fingers on each hand and three toes on each foot.

The alien was smaller than Chill Factor and Diamondhead and had a tail with white stripes near the tip.

Lastly, the alien was stood on all fours and had two pairs of yellow eyes on his face.

"SPIDERMONKEY!" The monkey-like alien blurted out in a high pitch voice before he jumped upwards into the air and landed on the ceiling.

WHOOSH! THUD!

Spidermonkey Kosta then aimed his tail at the Chronian mooks and began firing spider webs from it.

WHOOSH! THWIP! SPLAT! THWIP! SPLAT!

The spider webs splattered various Chronian troops as Spidermonkey Kosta then shouted out, "You don't screw with me!"

Impressed, Diamondhead Stan then morphed his hands back to normal before he told Chill Factor Trey, "I like him, he seems very cool."

Chill Factor Trey then knocked out a Chronian mook as he crashed onto a class table shattering the wood.

SMACK! THUD! CRASH!

"Yep, Blake is a very cool person to know once you hang out with him. Now we should probably get a move on." Chill Factor Trey advised Diamondhead Stan.

Spidermonkey Kosta then leapt off the ceiling and landed on the floor as the Chronian commander quietly took the choice to flee from the area.

"Well, I'll be damned Seraguson. It's been forever since I last saw you." Spidermonkey Kosta called out before he hugged Chill Factor Trey.

"Same here, I've been through a lot of insane crap over the years. I'm not the young rookie anymore." Chill Factor Trey recalled the last time he met Kosta.

"Urm... I'm not making this awkward am I?" Diamondhead Stan then questioned the two older aliens.

The two then stopped hugging each other as Spidermonkey Kosta then asked Trey, "Friend of yours?"

"Yeah, this is Stan Hopkins, the newest Omnitrix wielder I've seen so far." Chill Factor Trey informed Spidermonkey Kosta.

Diamondhead Stan then moved over and shook Spidermonkey Kosta's right hand before he remarked, "Pleasure to meet you."

"Likewise, Hopkins. I'm sure we'll become good allies." Spidermonkey Kosta eagerly stated before he said, "I think we can change back now."

Agreeing with Kosta, Trey and Stan then reverted to their normal selves as Diamondhead Stan called out, "Stan!"

FLASH!

Three flashes of green, yellow and red light covered the area as Kosta saw Stan and Trey wearing his regular clothing back in their normal forms.

"Damn, Trey, you look older than ever and how is Stan?" Kosta questioned the two.

"I'm ten and he's nineteen." Stan bluntly told him before Trey remarked, "Technically, I'm immortal since I'm a Doppelganger now..."

"You'll have to fill me in on the whole story later. But for now, where is Paradox?" Kosta then asked the two wanting to get to the point.

Paradox's voice then chimed in through Kosta's Omnitrix.

"Right here as always." Paradox casually greeted him.

Stunned, Kosta ended up jumping in the air as he landed in Trey's arms in shock similar to what Scooby-Doo and Shaggy do.

Stan then ended up blurting out in laughter as Kosta sheepishly mumbled under his breath, "Damn time travellers."

Placing Kosta on the ground, Trey then questioned Paradox, "Can you take us back to your base?"

"Of course, I can. Although perhaps, Kosta would like to say goodbye to his friends first?" Paradox suggested to the group.

"Nah, it's okay. Aiden will tell Mayta about where I am and they'll be okay. Just as long as I'm dropped back a few moments after we beat this new version of Eon." Kosta rambled on.

"Understood, now please stand by." Paradox told the group.

"Friends of yours?" Stan asked Kosta who nodded back.

Looking around, Trey then noticed something odd.

Where was the Chronian commander from before?

"Where'd that wuss go? I want to get some answers from him." Trey angrily ranted thinking about his teammates that had been captured.

"Don't worry, I have a feeling that he'll show up again." Stan calmly muttered back to Trey.

WHOOSH! FLASH! ZAP!

A blue time portal then opened up in the destroyed classroom as Kosta, Trey and Stan slowly walked into it before it vanished.

FLASH! THWOOSH!

With the classroom now empty and filled with knocked out mooks, Mr Matenk then woke up.

"Huh... What the? Where did all the students go?" Mr Matenk muttered in confusion as he looked around the ruins of the classroom.

A few moments later back in Paradox's laboratory...

Paradox was busy typing away on his computer before he turned around and noticed the blue time portal opening.

WHOOSH! FLASH! ZAP!

The blue time portal then opened up in Paradox's laboratory as Kosta ended up tumbling onto the floor like a ragdoll.

"Blasted time travel..." Kosta grunted in annoyance as Trey and Stan then exited the portal.

"You'll get used to it." Stan pointed out to Kosta as Trey laughed slightly under his breath.

"Ah gentlemen, welcome back. And Kosta, good to see you again." Paradox greeted the trio.

"Same here, Paradox. Just make sure you don't scare me like that again." Kosta replied as the two shook hands, greeting each other.

"Does Paradox shake people's hands all the time when he meets an old friend?" Stan whispered to Trey.

"It depends on the other person I guess." Trey shrugged replying.

"Now then Trey, I believe that you should explain what has happened since you last met Kosta to recap on the events that have to lead us all being gathered here." Paradox advised Trey.

Trey looked down at Stan who spoke back, "Don't worry, I can handle myself."

"I know you can. I'll be right back, kid." Trey then informed Stan as he regrouped with Kosta.

Feeling slightly bored, Stan then questioned Paradox, "Got anything to do around here for a young kid like me?"

"Hmm... I do believe I have some comic books you may be interested in." Paradox called out as he walked off to the library leaving Stan completely alone.

Shrugging, Stan then walked over to Paradox's couch and sat down on it before he began thinking about the events that he had been through so far.

 _"Okay... It's been very crazy for me so far... Meeting new wielders, Time Travel, Chronian's... It's a lot to wrap my head around... Still, why does this Eon person want to do this plan of his?_ _I just want to understand why people like him can so be evil..."_ Stan nervously thought in his head.

 _"Why don't you find out from me?"_ Eon's voice then chimed through Stan's thoughts.

Shocked, Stan leapt upwards from the couch and spotted Eon standing right near him.

"What the?! Paradox! Eon just showed up!" Stan called out loudly having connected the dots to who he was.

Rolling his dark purple eyes, Eon then bluntly told Stan, "My child. No one else can hear you. It is merely you and me."

"How are you even doing this?!" Stan demanded Eon in confusion and anger.

"It is an illusion, trickery of the mind. Now then my child, do you wish to have a normal life again?" Eon cryptically questioned Stan.

Now curious, Stan then muttered out, "What do you mean by that? I don't understand."

Walking forward, Eon then leaned down near Stan and studied him closely with what seemed to be intrigue and fascination.

"Look at you... So young and fresh from acquiring your Omnitrix... Reminds me of who I once was." Eon mumbled under his breath.

"So what do you want with me then?" Stan nervously asked Eon.

Eon moved away from Stan and calmly assured him, "I merely want this so-called Omniverse to be restored to normal and balanced."

Stan remained silent before Eon explained his long term goal, "You see my child. These Omnitrix wielders that exist are far too powerful to live, therefore my goal is to use my army to remove Omnitrix and Ultimatrix devices from all of the wielders that are known. Once those devices have been removed, I will simply place them back in their realities where they can live their normal lives in peace. That is my plan."

Of course, Eon lied about not becoming a god of time and wanting to reshape the Omniverse into his reality.

"But why the violence and destruction? Why kidnap my family?" Stan then questioned Eon.

"Well, it was the only way I could lure you out which correlates to you interacting with these other individuals for my grand scheme." Eon cockily replied not knowing the complicated flaws with his plan that could easily be exploited.

"Now then, let me tell you something important. If you want, I can give you a normal life by removing your Omnitrix. Once that has been done, I will send you back with your family to your reality where you can live your life in peace." Eon informed Stan carefully.

Still unsure of what to do, Stan gulped and asked, "And you could make that happen... That I would never find the Omnitrix to begin with? And you would do the same process with everyone else?"

"Yes. As I said earlier, everyone else will have their Omnitrix and Ultimatrix removed, so they can live in peace. Take your time. I'll come back to you, Stanley." Eon cryptically informed Stan.

Eon then walked off into the shadows of Paradox's laboratory as time reverted to normal.

Stunned, Stan couldn't think of what to say as Paradox then walked over to Stan.

"Everything alright Stanley?" Paradox questioned Stan.

Turning around, Stan then told Paradox, "Eon talked to me."

At the same time with Trey and Kosta in another part of Paradox's laboratory...

"So what exactly has happened since we last met Sergauson?" Kosta questioned Trey as he leant against a wall noticing how older Trey was now.

"Well, it's a long story, but I can tell you the important details." Trey began before he explained, "Basically, after you left, I ended up becoming an alien known as a Doppelganger which allows me to reshape my limbs into any Alien DNA sample in the Universe meaning I'm a complete badass. I can also use Ultimate aliens as well now."

Intrigued, Kosta smirked and then told Trey, "Woah... That's very impressive Trey. So why don't you give me a rundown on some major events that you've been through?"

"Well after you headed back to your home dimension, The first major incident that occurred was the Metahuman phenomenon. During this period of time, I fought many new and old foes including Ryan who was an evil Omnitrix wielder. During the conflict against Ryan, I ended up becoming a Doppelganger as a result where I gained my Ultimatrix arm and my shapeshifting limb powers. A few months later when I was celebrating my 16th birthday with my friends and family along with Kyle and Kayla, I ended up fighting the first mutant known as Apocalypse who wreaked havoc in Bellwood becoming the ruler of it for three months." Trey explained the first part of what he had been through.

"Sorry I wasn't there to help. I don't exactly have Alien X in my roster." Kosta shrugged back to Trey knowing how powerful the Celestialsapien was.

"It's alright, you seem to have been quite busy back in your dimension. I managed to beat Apocalypse after I discovered my true Doppelganger form who I call Genocide. He looks like Doomsday from the Death of Superman comic arc. Following that event, there was a time of peace until Team Arsenal discovered that a shape-shifting alien race known as the Skrulls were attempting to take over Earth by blending into the local population. Naturally, we attempted to put a stop to that until something really bad happened where I made a huge mistake..." Trey explained before he became quiet.

Feeling slightly worried about Trey, Kosta then moved off the wall and told Trey, "Hey, we all make mistakes in life Sergauson. I've made a few. Don't let one mistake drag you down."

"Thanks, Kosta. I appreciate that. But still, I made a deal with the Skrulls which resulted in me being frozen for three years whilst the Skrulls decimated Earth as a result." Trey bluntly dropped his big mistake.

Stunned, Kosta remained speechless as Trey then ranted out, "And because of my mistake, I put Charity in a coma and Logan hates me most of the time now!"

Silence gripped the area before Trey then finished his explanation by saying, "Ashamed of what I did, I left Earth and proceeded to the planet of Tetris Nova where I became a masked vigilante there where nobody knew my identity. Thankfully in recent weeks, I've managed to fix many of the mistakes I've made and I've done some good things as well. I even have a new girlfriend who was kidnapped with Logan, Aubrie and Ben along with Stan's version of Ben, Gwen and Max. That's pretty much everything you need to know."

Kosta and Trey remained speechless before Kosta then decided to break the silence by muttering, "Holy hell... You've been through a lot Trey... I'm sorry, I wasn't around to support you."

"Thanks, Blake, I appreciate it. I just had so much crap to deal with, I kinda forget to find you guys for help before this newest version of Eon popped up." Trey calmly replied.

"It's okay, Trey, I'm not going anywhere until we beat this version of Eon and I'll help make sure that you and your team is on good parting ways," Kosta promised Trey.

Trey then smirked before he rose his hand in a high five position which Kosta then high fived back.

Trey and Kosta then heard Paradox call out loudly, "Trey, Kosta! I need your assistance at once!"

In response, Kosta and Trey quickly moved to the lounge area of Paradox's laboratory where they saw Paradox kneeled near Stan who was sat on the sofa.

"What's wrong Stan?!" Trey questioned Stan.

Looking up, Stan then told Trey, "Eon spoke to me. He told me about his plan..."

"What's Eon's plan, Paradox?" Kosta then asked the time traveller.

Standing up from the sofa, Paradox explained Eon's plan.

"Eon plans to remove Omnitrix and Ultimatrix devices from every single Omnitrix user that is in existence. I believe that once this occurs, he intends to not only become the ruler of the Omniverse, but he intends to purge it and reshape reality into his own will where everyone worships him as the one true god of time. This is because he believes that the Omniverse must be balanced and purged off all Omnitrix users by balancing out the universe..." Paradox finally realized Eon's true plan.

"Your right Paradox. He didn't mention that, but I agree with you. But he must be stopped at all costs!" Stan then bluntly informed the group agreeing with Paradox.

"Well, what are waiting for then?! We need to find Kyle and Kayla! before the purple freak gets the jump on us!" Trey then demanded Paradox.

"Sergauson, Hopkins, calm down for god's sake! We will stop Eon. Now, Paradox, what's the plan?" Kosta then calmed everyone down.

Adjusting his white lab coat, Paradox then informed the group, "Of course, you're right Kosta. Getting emotional will cause us problems. Now it's time to locate Kyle and Kayla."

At the same time back in the Omni Tower in Trey's dimension...

Inside the command centre which had been turned into Eon's main base of operations, Eon was sat down on his throne which was located in the centre of the chamber where various Chronian guards and workers were guarding Eon.

Looking over the decimated ruins of Trey's version off Bellwood with his spaceship armada hovering in the air, Eon smirked before he rambled, "Ah... Being an evil overlord certainly has its perks... Such as this finest Arcosian wine that I plundered from Vilgax's army which I left to waste with my mighty forces after years of hard work becoming a god." Eon darkly reflected on the best moments of his evil past.

The Chronian tyrant then drank some of the Arcosian wine as his ashen skin was briefly visible to Eon's loyal servant Ozymandias who was standing upright.

Observing his key ally, Eon then asked him, "Would you like some my old friend?"

"No thank you, my lord. We should focus on the task at hand. But maybe later." Ozymandias calmly replied.

"As you wish," Eon said before he placed his wine on the side of the throne and stood up from it.

Moving over to the viewport where the wind howled in the tower, Eon then questioned Ozymandias, "Did we ever figure out what happened to Charity and Trey's other allies?"

"No my lord. It's as if they just vanished. We don't know where they are." Ozymandias reminded him.

"It is off little insignificance Ozymandias. In due time, we will lure them out and crush them." Eon informed Ozymandias.

Thump! Thump! Thump!

A Chronian soldier then sprinted to Eon and Ozymandias and kneeled on the ground.

"My lord Eon and Ozymandias, our scouts have found out about what Paradox is planning." The Chronian nervously told Eon.

"Don't worry soldier, I mean you no harm. Now, what exactly have you found out?" Eon questioned him.

"The Omnitrix wielders are going to recruit Kyle and Kayla Tennyson and their team sir." The Chronian soldier bluntly said.

"WHAT?! UNACCEPTABLE! HOW COULD YOU BE SO UTTERLY INCOMPETENT?!" Eon then exploded in rage as he smashed the wine glass on his throne.

WHOOSH! SMASH!

"My lord, please! It was only... A.. GAH!" The Chronian soldier pleaded before Eon gripped his hands around the soldier's neck.

GRAB! CHOKE!

Ozymandias merely remained silent as Eon angrily ranted, "There's a reason why Kyle Tennyson is one of the biggest threats in the multiverse... He's only eighteen years old and somehow not only has he made his Ultimatrix sentient thanks to his Mobian DNA... He posses the tailed beasts as well within his Ultimatrix which are god level entities! And that's not even getting into what else he can do along with his blasted sister!"

Feeling enraged and wanting to take out his anger, Eon smirked darkly and informed the Chronian he was chocking...

"After all we all know the punishment for failure... Is death." Eon cockily ranted as he aimed his index finger at the Chronian solider's head.

A pink beam of energy which was known as a Death Beam then zapped the Chronian in his head from Eon's index hand.

WHOOSH! ZAP! BLAM!

The Chronian soldier was then killed as Eon tossed the dead body out of the window as it plunged towards Bellwood's city streets.

"That was a bit brutal wasn't that my lord?" Ozymandias then questioned Eon who cockily replied, "I just needed to get that out of my system. Now how do we deal with Kyle and Kayla Tennyson for good?"

Turning around, Eon paced his armoured fingers over his hands around his chest before Ozymandias remembered the secret backup project he had been working on.

"What about Project Tachyon?" Ozymandias reminded Eon of the project he had been working on.

Stunned, Eon then smirked darkly under his mask and asked him, "You mean the project off... What is that again?"

"Project Tachyon was based on my research at Veidt Enterprises for renewable and sustainable energy whilst I was working with Dr Manhattan. It's essentially a very powerful warhead that can destroy a massive area of many miles as was New York among other locations for my plan. I do believe that you added some kind of personal touch to it?" Ozymandias explained before he asked Eon.

"Yes, I did. I added in some DNA from the Celestialsapien and To'kustar races along with Nuclear Radiation and a dash of Magical energy from Ledgerdomain just to be safe. With it, I've created a weapon 9000 times more powerful than a Nuclear Bomb!" Eon proudly declared.

"Of course! We could use that weapon to wipe out not only Kyle and his team, but we could also seal off that dimension forever due to how powerful the warhead is! That's brilliant!" Ozymandias spoke agreeing with Eon.

"Damn right it is. Now come, We have a mission to complete. The total annihilation of Kyle Tennyson and his dimension being sealed off once and for all!" Eon confidently boasted knowing that at long last, Kyle Tennyson would finally be extinguished.

Or so he hoped...

Meanwhile in Kyle's dimension...

It was an empty and hot day in the desert surrounding Kyle's version off Bellwood where a single track road was in the distance.

All was quiet until...

WHOOSH! ZIP! RUMBLE!

A dark black motorcycle which had a white skull-shaped ornament had been spray-painted on the front with the bike also having red Ultimatrix symbols along the rims of the wheel rumbled across the old road at a very fast speed.

Sat on the motorcycle was two different people.

The first was Kyle Tennyson.

Much like Paradox described him, he was a young Caucasian male who had messy light blonde hair and luminous cat-like eyes which had glowing red veins of Codon energy around the outside of his eyebrows.

Currently, Kyle was wearing a dark black shirt which had the skull and crossbones design on it.

He was also wearing a comfy bright red hoodie along with his messy black shoes and his ripped blue jeans with his face being obscured by a red biker helmet for protection.

Whilst he looks like a regular person, Kyle is a half Mobian/Human hybrid.

Much like most Omnitrix and Ultimatrix wielders, he discovered the classic Omnitrix before he eventually upgraded to the Ultimatrix.

Much like Trey and Ben, he had an Ultimatrix clamped onto his left arm which glowed red with Codon energy making it identical to Ben's Ultimatrix except it was bright red.

Unlike Trey's Ultimatrix, Kyle's Ultimatrix is a classic style one with one major difference.

Because of his unique Mobian DNA resulting from his Hybrid parents, Kyle's aliens had slowly become sentient and alive as the years went on allowing Kyle to have a unique connection with his aliens that not many people had.

Incredibly, his Mobian DNA had also caused his Ultimatrix to become a living breathing female A.I. who Kyle and his team referred to as Ultima.

Sat down next to Kyle on the passenger seat was his current girlfriend, Alison 'Ali' Levin.

Yep, In this reality, Kevin 11 had an older sister known as Ali Levin.

So what is she like then?

Well, it's kinda interesting...

Because of a massive DNA explosion with Kyle's Ultimatrix, Ali's appearance was altered significantly.

The best way to describe Ali is that she has purple streaked hair and has a regular grey skin tone similar to what Kevin 11 has.

Her hair is spiked backwards and is a bit long but not too long.

There are also parts of the hair colour which have different colours including blonde, brunette and crimson.

Taking a closer look reveals that she had red lines of DNA running all over her arms and legs which is a byproduct of the Ultimatrix explosion that modified her genetic structure significantly.

Perhaps the most unique feature that Ali has is her mismatched eyes with one being lavender and the other being red.

Currently, Ali is wearing a black top, black shorts which had grey stripes running across them and black boots with matching grey stripes on them as well.

One last thing to note is that Ali is wearing a black biker helmet as well.

"Oh hell yeah! The Ghost Rider is still awesome!" Kyle confidently blared from his motorbike helmet as he smiled in excitement.

Rolling her mismatched eyes, Ali then chuckled and told Kyle, "Not as awesome as you are babe."

"I feel the same way about you." Kyle happily admitted back remembering all the wonderful times he and Ali had together.

"Don't forget about me either Kyle. We've been through a lot as well." Ultima's eager robotic voice reminded Kyle.

"I know Ultima. I would never forget about the adventures we've been through." Kyle assured her before he then asked Ultima, "So how long before we arrive at our underground base?"

"We should be there in about two minutes. I'll contact the others and let them you know you're on your way." Ultima informed Kyle.

Kyle nodded back as the two rode off into the distance on the road.

A few moments later...

A blue time portal then opened up on the desert road as Trey, Kosta and Stan stepped out and onto the desert road before the portal closed in on itself.

WHOOSH! FLASH! ZAP!

Looking around, the group of three noticed the hot sweltering environment, before Kosta then pointed out, "A Desert? Why would Kyle be hanging around out here?"

"We must be on the outskirts of Bellwood I guess. Maybe this Kyle person was observing the environment or something?" Stan suggested not knowing what Kyle was like personality-wise.

Paying no attention to Kosta and Stan, Trey looked down at his Ultimatrix muscle and spoke into it, "Paradox, why did we end up here with Kyle nowhere in sight?"

"My interdimensional teleporter teleported you to his last direct location. If you follow the road, you'd run into Kyle and his team which are currently stationed at his secret base of operations." Paradox explained to Trey.

Raising his eyebrow, Trey then muttered, "Kai has a secret base? Cool. We're on our way then."

An idea forming in his head, Trey turned around and asked Stan and Kosta, "How about we have an aerial race with our flying aliens? See who can get to Kyle first?"

Kosta looked slightly bored as he shrugged and muttered, "I don't see what the big deal is... But fine, why the hell not?"

Stan looked ready to explode with excitement before he stated, "Yeah I am! Let's do it!"

Grinning, Trey then focused on transforming into a flying alien as Kosta and Stan activated their own Omnitrix's.

BEEP!

Scrolling through their rosters, Stan and Kosta then selected their flying alien as the three then transformed.

FLASH!

Following the flashes of coloured energy, three different aliens which could fly were standing on the roadside.

The first was a red humanoid manta ray alien which had two black lighting bolts stripes coming down his shoulders.

He also had yellow curved horns extended from his nose and head with his yellow wings being connected to his arms.

The red Ultimatrix symbol was present in the middle of his chest as the alien's two red eyes observed his environment.

Trey had become a flying alien known as Jetray.

"Been a while since I've used Jetray... This should be interesting." Jetray Trey mumbled under his breath with a fast-paced voice.

The second alien was a red humanoid Pterodactyl alien who had small yellow wings that he could retract back.

The wings were connected to a jetpack structure that was orange like his wings with his mouth being a large yellow like beath with a few tufts of hair on his head.

The alien also wore a yellow and green jumpsuit on his shoulders and wasit with yellow braces covering his wrists and ankles.

The yellow Omnitrix symbol was located on his left shoulder as his two bird-like yellow eyes blinked a few times.

Kosta had become a flying alien known as Astrodactyl.

"ASTRODACTYL!" Astrodactyl Kosta called out as he stretched his wing-like arms.

Stan also transformed into his Stinkfly form as he flapped his wings and looked around to his other alien allies.

"Why exactly do you call out your name Kosta?" Stinkfly Stan questioned Astrodactyl Kosta in his light snotty voice.

"Makes me sound more awesome." Astrodactyl Kosta replied in a high pitched voice that briefly had a squawk to it.

"Alright, you two. We're going to find Kyle. But there's going to be a challenge." Jetray Trey advised the other flying aliens before he remarked, "How does a race sound?"

"A race? Oh please, Stinkfly can beat both of your slow asses." Stinkfly Stan confidently remarked placing his finger at his body.

Rolling his yellow eyes in annoyance, Astrodactyl Kosta then challenged Stinkfly Stan by saying, "Is that a challenge? I'll make you eat those words rookie."

Not wanting to lose, Stinkfly Stan then said to Astrodactyl Kosta and Jetray Trey, "You're on. The pair of you."

Jetray Trey grinned back in response eager to challenge the two.

The three flying alien's then lined up on the road before Jetray Trey stated, "Ready... Now..."

WHOOSH! ZIP!

"See ya! Wouldn't want to be ya!" Stinkfly Stan giggled loudly as he flapped his wings and flew off in the air down the road.

"Cheating child! You won't beat me, Hopkins!" Astrodactyl Kosta angrily ranted before he activated his jetpack as a blast of yellow rocket-based energy launched out.

THWOOSH!

Astrodactyl Kosta then blasted off from the road as Jetray Trey smirked and then flew off the road using his wings after the other two.

WHOOSH! FLAP!

 _"Heh, I'm enjoying this power trio dynamic. It will be even more awesome when Kai and Kay join the team along with the two Ben's."_ Jetray Trey gleefully thought with how many members the group would have before they confronted Eon.

Flying ahead, Jetray Trey ended up zipping past Astrodactyl Kosta and Stinkfly Stan.

"You're going to have to be quicker than that to beat me!" Jetray Trey called out to the other flying aliens.

"You're on!" Both Stinkfly Stan and Astrodactyl Kosta called out as the three flying alien's zipped across the sky.

Meanwhile back with Kyle and Ali...

WHOOSH! SCREECH!

The Ghost Rider motorbike came to a stop outside a large rock formation as Kyle and Ali stepped off the motorcycle.

"Heh, this brings back memories of when you first took me and the group here," Ali remarked back to Kyle.

Shrugging back, Kyle moved over to a nearby rock placing his hand on it before he remarked to Ali, "Still the same password and all."

"Password, please." A robotic voice beeped from within the rock.

"KyAli." Kyle bluntly told out the password.

"Password, accepted. Welcome back, Kyle Tennyson." The robotic voice replied as the ground began shaking.

Rumble... Creak...

A large hole then opened up in the cliffside revealing a large path to an underground corridor as the two got back on the motorbike and drove into the underground base.

Driving the motorbike inside the chamber, the motorbike then drove downwards before it arrived in the main part of the underground base for the vehicle launch bay.

Having been inspired by other Omnitrix and Ultimatrix users, Kyle decided to construct his top-secret base by using the various aliens stored within his Ultimatrix.

The features of the underground base included a vehicle storage area where Kyle had built the Ghost Rider motorbike where a workbench with various tools and pieces were lying around on it.

To the right side in a corridor was a series of private bedrooms which were for friends and the teammates that Kyle was associated with a shower area as well.

There was also a training room in the bottom of the base which contained a futuristic gravity chamber.

Stepping off the motorbike, Kyle took off his helmet and placed it to the side along with Ali as the two walked inside the base.

"It sure has been rather quiet recently hasn't it?" Ali then questioned Kyle.

"Vilgax is still out there, plus who knows when Kurama is going to try and break out of me again. Thankfully, the personalities inside my head are coming up with increased methods to prevent Kurama from breaking out more often." Kyle explained back before he remarked, "And yes... It has been rather quiet recently."

Footsteps were then heard in a nearby corridor as Kayla Tennyson popped her head around the corner.

Currently, Kayla was wearing her signature light red hoodie which was covering her black crop top along wither a pair of tan capri pants and sporty red sneakers.

Kayla had also donned up her hair in a pair of blonde pigtails for her spikey messy hair as her pink Biomentrix device's glowed pink slightly due to the Codon energy being emitted from them.

"Hey, Kyle and Ali! Great to see you two again!" A hyperactive Kayla replied as she then hugged them both catching them off guard.

"Nice to see you too, Kayla!" Kyle heartwarmingly replied as Ali then stated, "I feel the same way. Now please don't hug me so tightly, Kay!"

More footsteps were then heard as three other young teenagers walked into the large chamber.

The first one was Kyle's version of Ben Tennyson who looked almost identical to Trey's version as he stood on the right of the group.

The second one was a teenage version of Kevin 11 who had been restored to his normal state as he stood in the middle of the group.

No longer having the black marks around his grey eyes with his skin now being vibrant and healthy, Kevin had matured into a vibrant and young teenager who was 17 years of age in this dimension.

Kevin still mostly looked the same from his normal younger counterpart with his black hair now being styled in a choppy mullet.

Kevin's clothing consisted off a tight black T-shirt over a large grey long-sleeved shirt.

He also wears a pair of blue pants and black combat shoes.

The last person stood on the left of the group was the older version of Gwen who was sixteen years of age.

Gwen had grown taller as she was around the same height as the teenage version of Ben.

Gwen was wearing a red shirt which was paired over a black vest.

She also wore a pair of grey pants and black flat shoes.

"Hey, you two! How was the patrol?" Kyle's version of Ben eagerly asked him.

"The patrol was fine Ben. Bellwood is very quiet today. And there's been no sign of Vilgax yet or any other bad guys." Kyle told the group before Ultima remarked, "Kyle's right. I just hope something interesting happens soon."

Crossing his arms, Kevin then joked to Kyle in a deeper version of his voice, "You never know when that tentacle-faced bastard is going to show up again."

"We're aware of that Kevin. We'll deal with him when he shows up again." The older version of Gwen promised her boyfriend as she nuzzled her head near him.

Kevin lovingly nuzzled her head back as Ali then jokingly told Kevin, "You're still right about most things... Even though you were a jerkass at a younger age."

Kevin glared at Ali slightly before Ben then told the group, "Okay guys. We don't need any violence, so please calm down."

"Just joking Ben. But still, don't remind me about my stupid actions when I was younger." Kevin then admitted to Ben.

"Okay, so now that's out the way... Why don't we do something useful?" Kayla then asked the group as a whole.

"Good idea Kayla. So who's up for some Super Smash Bros Four?" Kyle then suggested one of his favourite games to play.

"Count me in! I'm rearing to have a go." Ultima's voice then beeped from Kyle's watch.

Beep!

"Codon signatures detected outside main door belonging to Trey and two unknown entities." The computer in the base then told the group.

The group of six young adults then remained silent before Ali eagerly pointed out, "Looks like the day just got more interesting."

Turning around, a smile appeared on Kyle's face before he happily said, "Trey?! I wonder how he's doing."

At the same time outside the underground base...

WHOOSH! ZIP! THUD!

"And I win! Nice try in trying to beat me." Astrodactyl Kosta confidently boasted having managed to win the race.

Landing on the desert ground, Stinkfly Stan then huffed in annoyance before he muttered, "Ah crap. Guess that's what I get for cheating earlier."

"Hey, I think that Astrodactyl is one of the more faster aliens whilst Stinkfly is more aerodynamic. But still, that was a fun race." Jetray Trey remarked before he transformed back to normal with Kosta and Stan following on.

BEEP! FLASH!

Now transformed back to normal, the three looked outside at the large rock formation.

"Kyle is currently inside the underground base. I'm keeping quiet because I don't want to attract Eon's attention." Paradox's voice beeped through the watches.

"So is Kyle inside here? Why would he be lurking in a place like this?" Kosta then asked the others.

"There must be some kind of hidden door like the Plumber Base at Mount Rushmore in my reality." Stan guessed as he moved over to the rocks and began placing his hands on them.

"Sergauson, what do you think?" Kosta questioned the older Ultimatrix wielder.

Using his Doppelganger abilities, Arsenal was using the intelligence of the alien he had known as Brainstorm before he grinned.

"I've figured it out, Kosta. Check this out." Trey cockily replied as he moved over to the rock face and placed his hand on it.

"Whoa! How'd you do that?" Stan asked Trey before he explained, "I used Brainstorm's intelligence to accurately figure out where the entrance door is."

And then Kyle's voice spoke through the rock via the radio built into it.

"Hey, Treez! Did you miss me?" Kyle's cocky voice then replied startling Stan who jumped back slightly.

Kosta also moved across the desert sand as Trey happily said, "Hey, Kai, you going to let us in or not?"

"Who's with you? I'm detecting two additional Codon signatures." Kayla's voice then spoke through the radio as well.

Kosta and Stan looked at Trey who gave them a stay quiet look before Trey explained, "It's me and I've also got Kosta Blake back with me along with a new ally, Stan Hopkins."

Rumble... Creak...

The large hole then opened up in the cliffside revealing a large path to the underground base.

"Yep. Just like Mount Rushmore." Stan cockily remarked as the three slowly walked into the base.

However little did they know, a Chronian scout was watching them.

"My lord Ozymandias, we've found them." The Chronian scout gleefully whispered in his communication device.

"Excellent work, we'll be delivering the payload shortly. Remember that Lord Eon wants Kyle and Kayla to be purged with everyone else captured." Ozymandias informed the scout.

Meanwhile on the S.S Executor in the holding cells...

The Chronian guards were still guarding the large cell where the captured allies of Trey and Stan were currently being held.

Inside the cell, Aubrie, Skurd and Older Ben were sat down against the wall of the cell as the three ideally chatted to each other.

"So Skurd. Is there any way to escape this place?" Aubrie whispered to Skurd.

"Well, Miss Rose. There are a few ways we could escape, the only downside is that with these bio locks dampening our powers, we can't make a move." Skurd advised the two.

"There's always a way to break out. We just have to be patient." Older Ben reminded the two.

On the other side of the cell, Ellie was reassuring Young Ben and Gwen about Trey and Stan.

"So you and Trey are currently investigating the illegal activities of Horizon Industries? That's so cool." Gwen praised Ellie.

Shrugging, Ellie just replied, "That was more of Trey's thing before I met him. But we deal with quite a few bad guys back home."

"Bad guys huh? We've faced a lot off different weirdo's back home like Hex and Dr Animo with Stan." Young Ben then told Ellie.

"So what's Stan like?" A curious Ellie questioned the two kids.

And finally in the centre of the cell were Max and Logan talking.

"So, what do you think of Trey after I've told you about him?" Logan questioned Max.

"Well, he certainly seems like quite an interesting person," Max admitted before he pointed out, "But the main thing to note is that I trust him to keep an eye on Stan."

"Don't worry, even though Trey's hot-headed, he'll keep Stan safe. Hell, Stan reminds me of my son, Victor aka Speedy." Logan then told Max.

"Victor? Well, I'm sure you're a good parent then. After all, kids and grandkids can be a handful, but you love them with all your heart." Max told Logan as he glanced at Young Ben and Gwen.

"That's correct... You know you went missing in our dimension a while back." Logan then told Max.

"I went missing? I guess it's a long story, but we do..." Max then began before he heard thick footsteps.

THUD! THUD! THUD!

"It's Lord Eon!" A Chronian guard called out before they all shouted out, "Hail Lord Eon!"

The group inside the cell watched closely as Max and Logan carefully walked forward.

Walking into the prison chamber, Eon smirked and told his minions, "Yes, Hail your lord and master..."

Facing the jail cell, Eon then saw the captured group of eight.

"Ah, my prisoners... Welcome to the end of reality itself!" Eon bluntly declared before he chuckled loudly.

Young Ben and Gwen moved near Max as everyone else angrily glared at Eon.

"The end of reality, my ass! We're going to escape and beat you!" Ellie screeched at Eon flashing her vampiric teeth.

Eon merely grinned back showcasing his crooked teeth before he told Ellie, "Oh really, vampire girl? None of you can let alone touch me or harm me."

"What are you talking about?" Max then demanded Eon.

Gesturing out his hands, Eon quoted, "Before I made my grand invasion plan, I've been watching all of you extensively since I came into being a lifetime ago having studied my other pathetic counterparts... After I've always been here."

"Nah, I don't recall ever seeing you." Older Ben then snarkily taunted Eon.

FLICK! ZAP! SPARK!

Older Ben's bio collar then sparked him with electricity as Eon flicked a button on his gauntlet.

"ARGH!" Older Ben screamed in pain as he collapsed onto the cell floor knocked out.

CRACK! THUD!

Aubrie, Skurd, Young Ben, Gwen quickly moved over to Older Ben as Logan, Ellie and Max glared at Eon in anger.

"Don't mock me you, damn children!" Eon then snapped loudly before he warned the group, "Or else you'll suffer the same fate as this stupid teenager!"

"Screw you dickhead!" Logan snapped back having lost his patience as Ellie flipped him off.

Ignoring Logan and Ellie, Eon then ranted out, "Tch... You have a foul mouth, Mister Gold. Now, what should I tell you first?"

Looking at the group, Eon then noticed Max and stated, "Ah, Maxwell. I remember you... You destroyed the Hands of Armageddon all those years ago correct?"

"I did. There was no way that the Plumbers would let you invade Bellwood all those years ago." Max recalled back.

"Ah but there was another reason right? Not just the Hands which are useless. I came there for Stanley himself." Eon cryptically recalled.

Stunned, Young Ben and Gwen looked at Max in horror as Team Arsenal looked at Max in shock.

"You don't mean that Stan is..." Gwen began before Max grimly nodded and stated, "It's true. Eon is an older and twisted version of Stan who went insane from the future and became evil."

"Woah! That was unexpected!" Aubrie then dropped the revelation as Young Ben and Gwen struggled to believe that.

"Why didn't you tell us, Grandpa?! Young Ben demanded Max.

"I never thought that Eon would come back! That's why!" Max then shamefully told the kids.

"Bravo! Give the old man a prize! After all, It's me!" Eon shouted out madly.

"But why the hell did you even go insane in the first place?" Ellie then asked Eon.

"The reason why I went insane? Well, many years from now in my future, there was an event where I lost everything..." Eon rambled on before he explained his backstory.

"I cannot recall the event since I lost my memory of it except the idea of balance and purging sinners from existence... But all I know is that after some kind of war, I was one of the survivors spared on the ruins of Earth from the hell that I had been through... And then the Chronian's found me..." Eon stated darkly.

An unknown time in the ruins of Bellwood in Stan's dimension in the far future...

Recalling the events where he stood in the ruins of Bellwood, an older version of Stan who had scruffy brown hair and ruined smart clothing with a brown furry Saiyan tail curling upwards from his back.

The older version of Stan also had a sparking and ruined green Omnitrix 2.0 on his right arm as he slowly crawled out of a ruined house.

Rumble... Groan...

Panting in exhaustion, the teenage version of Stan leaned down on the ruined road before he coughed out and muttered, "It can't be... Bellwood is in ruins... Vilgax... He... He... did what he promised all those years ago..."

Determined to find out the truth, he quickly spoke in his Omnitrix 2.0 by saying, "Hello?! Does anyone come in? Ben, Kevin, Gwen, Max, Is anyone even there?!"

BZZZTTT!

There was only static from the other end as Stan then realized why no one was answering on the other end as propaganda blared through the device.

"Hail Lord Vilgax! Hail to our lord and saviour!" The Cult of Diagon called out loudly worshipping their lord and master, Vilgax.

Stan then realized something horrific.

They were dead.

His teammates, his family, all gone in the blink of an eye.

And there was nothing he could do to save them.

Including the one, he fell in love with.

Gwen Tennyson.

He failed to protect his loved ones.

Speechless, Stan gripped his hands and kneeled on the dirt ground as he clenched his fists in a mixture of emotions.

 _"No... Vilgax did what he said he'd do... He killed all of them... They're all gone because of that tentacle-faced bastard... Ghh... GAH!"_ The teenage version of Stan madly thought.

He hated Vilgax.

He despised him more than anything else he had been through.

Time and time again, he fought Vilgax and won.

But this time?

Vilgax had gone too damn far.

And everyone has their breaking point in life.

 _"Vilgax... He went too far... He killed them all! I... I WILL KILL THAT PIECE OF CRAP MYSELF AND I'LL STRANGLE HIM FROM HIS TENTACLES!"_ Stan ranted angrily as he slowly descended into hatred and rage losing all his compansion and kindness.

And then Stan slowly began falling apart as Eon slowly took over.

Gripping his hands with rage, Stan then noticed a faint purple light shining through the sky.

"What the hell?! Who the crap are you freaks?!" The older version of Stan muttered madly as his brown tail lashed out.

"We are the Chronian race. We can offer you the power to fix this and save your family including the one you loved..." The Chronian race called back via a telepathic voice.

Stan's eyes widened as he remembered the name of that race.

The Chronian race.

A race of time travelling aliens that could solve any solution.

Determined to save his family at any cost even if it cost his sanity, the older version of Stan discarded the improved Omnitrix on his right arm and tossed it onto the ground before ranting, "Of course... She was my world and everyone I ever knew is gone... And I must embrace what I will become."

And at that moment, Stan Hopkins was no more.

And in his place was Eon, the power-hungry tyrant who desired to reshape the Omniverse in his way.

"I accept your offer... Now grant me your power!" The older version of Stan madly declared throwing all his ties to humanity aside having been broken by Vilgax's actions.

"Of course Lord Eon. Welcome to your new home." The Chronain race called out to Stan as the purple beam of light sucked him upwards.

WHOOSH! ZAP!

The purple beam of energy zapped Stan up as he smiled madly now thinking one thing.

 _"I'm going to reshape reality and become the ruler of the Omniverse... But first, I need to get rid of Vilgax..."_ Eon darkly mused in his head.

Back on the S.S Executor in the present...

"After that, I learned the truth of who I was... Having lost everything as Stan Hopkins, I discarded what I had and became a new person known as Eon, the ruler of the Chronian race!" Eon rambled on madly.

"You're a psychopath!" Young Ben shouted at Eon in rage and fear.

"I'm not that! Although you could say, I'm a sociopath. Now as for my grand plan?" Eon questioned himself ignoring everyone else.

"I plan to remove and purge every single Omnitrix and Ultimatrix user from existence... Once that happens, I will take over each dimension and rule over the dimensions with an iron fist! And then my end-term goal... Is to reshape and destroy the Omniverse into my image once and for all becoming the ruler of everything!" Eon madly declared as he spread out his arms before laughing loudly.

Everyone merely remained silent before Logan vowed back, "You're wrong. We will escape and we will beat you with our allies!"

"Oh really? I'm aware that Paradox has gathered Trey, Kosta, Stan and is currently getting, Kyle and Kayla. I've taken a few measures to ensure that they will all perish together." Eon told the group before he mocked them by saying, "See you all when you're worshipping me as a god!"

The mad Chronian tyrant then laughed loudly and walked out of the holding cell's as the group began talking again.

"He's all talk and no boast. I bet that Kyle, Kayla, Kost and Trey could easily kick his ass together." Logan grinned back.

"Who's Kyle, Kayla and Kosta?" Max then questioned Logan who replied, "Yeah, this might take a while to explain..."

At the same time inside the underground base...

Rumble... Groan...

The desert wind howled outside as the group of three walked into the underground downwards corridor.

"Sheesh... Just how long has it been since I last saw Kyle? Feels like months if not years if he managed to build something like this." Kosta nervously remarked.

"I feel like it's been a few months since I last met Kyle. I don't know about you." Trey shrugged back in confusion.

Wanting to know more about the group, Stan then asked them both, "How did you two meet Kyle before?"

Trey and Kosta stopped walking before they turned around and decided to tell Stan how they had previously met.

"Well, it all started a few months into my superhero career after I beat the Sayian conqueror known as Vegeta. Paradox showed up and wanted me to meet other Omnitrix and Ultimatrix wielders to beat a version of Eon who was someone from my dimension." Trey recalled.

"He's right, the group consisted of me, Trey, Kyle and Kyle's version of Ben. We had help from team Arsenal and team Kyle, however." Kosta pointed out before he recalled, "And yeah, that version of Eon was a pain in the ass to fight."

"So is every version of Eon different then? Because I don't have much experience with large scale team-ups. Hell, I'm a newbie at this Omnitrix business." Stan rambled on.

"Hey, don't worry. When I first met Kyle and Kosta, I was treated like a newbie as well really. You grow into the job with the more experience you have." Trey truthfully told Stan.

"Thanks for that. I mean, I am getting used to this." Stan replied as the three then walked out of the corridor and entered the main area of the base.

In the direct centre of the chamber were Kyle and his team.

Immediately, Kyle stepped away from his team as Trey and Kyle greeted each other.

"Kai my man," Trey said in excitement.

"Treez my bro." Kyle eagerly replied.

Trey and Kyle then bro fisted each other before they stepped back.

Observing Trey with intrigue, Kyle then bluntly stated, "Wow Trey... You look even older and bigger since I last met you."

Chuckling slightly, Trey then told Kyle, "Well, it's been three years in my dimension since the Highbreed conflict when we had the whole gang together."

"That's right. Based off my analysis of your DNA structure and age, you are currently older than Kyle by one year." Ultima's voice then pinged from Kyle's Ultimatrix.

"Whoa! Did your Ultimatrix just talk?!" A shocked Trey muttered in awe.

Smiling, Kyle then informed Trey, "Yep. Thanks to my Mobian DNA, my Ultimatrix known as Ultima is now alive! Why don't you come out Ultima?"

THWOOSH! ZAP!

A red beam of light then beamed from the Ultimatrix revealing a hologram of Ultima's true self.

Ultima has bright vibrant skin with her long red hair being tied up in a ponytail.

She wore a pair of fingerless gloves on both hands with a pair of thick boots and a matching black and white t-shirt and shorts.

Finally, Ultima also had a pair of unique red eyes which had two Ultimatrix symbols in her pupils that went into her irises.

"Nice to meet you too, Trey Seraguson. I've heard a lot about you from Kyle." Ultima politely greeted him.

"Same here, Ultima. I was certainly not expecting someone like you to be here though." Trey remarked back as the two then shook hands.

"Seriously?! What have I missed out on?!" A stunned Kosta muttered as he couldn't believe what he was seeing.

"Okay, at this point, I think I've seen everything!" Stan then mumbled in awe as he thought that things couldn't get any crazier.

"So, bro, where are the two friends you've been travelling with?" Kyle then questioned Trey as he looked at Stan and Kosta.

"Well, man, I'm sure you remember, Kosta Blake and I've also got a new friend, Stan Hopkins," Trey informed Kyle again.

Kosta then saw that as his queue to move whilst Stan slowly shuffled forward feeling nervous.

"Hey everyone! It's nice to see you all again. Especially you Tennyson." Kosta greeted the group as Ben told Kosta, "Sweet to see you too, Blake."

Gwen and Kevin then talked to Kosta with Ben whilst Kyle and Ultima talked to Trey.

Feeling nervous, Stan wanted to talk to someone else, so he slowly turned around and was greeted by Kayla's staring face.

"Hi! I'm Kayla!" The hyperactive Biomnitrix user greeted the young Omnitrix user.

"GAH!" Stan yelled in shock before he angrily complained, "Have you no sense of personal space?!"

Kayla rolled her luminous red eyes before she eagerly said, "Of course, I do. But you're just so cute."

Kayla then hugged Stan as he ended up being caught off guard by the hug.

"Okay... You're very eager to meet me, Kayla, I get it... But please let go of me!" Stan calmly asked Kayla.

Understanding, Kayla then stopped hugging Stan and moved back before he questioned Kayla, "Now then. Yes, I am Stan Hopkins and yep, I am ten years old."

"So? I don't think that matters." Kayla shrugged before she advised Stan, "Why don't you meet the others?"

"Sure, that might be the best idea. Hopefully, Trey can explain that situation to your group." Stan told Kayla.

Twenty mins later...

The large group of ten were now sat down in a meeting room with Paradox being present on a large monitor from his laboratory.

Trey finished his explanation of everything that had happened, "So that brings us up to date, Kai."

"Well, this is a lot to take in, Treez. So not only have we found a new version of Eon... Members of your team were kidnapped along with young versions of Ben, Gwen and Max from Stan's dimension who is a brand new younger Omnitrix wielder we've never met before?" Kyle questioned him.

"I know it's a lot to take in trust me. But we're not lying." Stan reassured Kyle as Kosta then stated, "It's true. Stan's a cool kid."

"I never said you were rookie," Kyle replied to Stan as he appreciated the amount of support he was getting.

"Oh yes, the events that have taken place are true. Now we should come up with an appropriate plan of action to beat this version of Eon for good." Paradox reminded the group.

The group then talked amongst each other before Kyle then asked Ultima, "What do you think the best plan of action is Ultima?"

"I believe that a divide and conquer strategy would be the best method to beat Eon," Ultima suggested to the group.

"That could work actually, in most battles and wars, a divide and conquer strategy led to victory." Gwen then pointed out.

"But does it work every time?" Kevin questioned Gwen.

"Nine times out of ten, it works. Trust me Kev." Kayla supported Gwen's idea.

"Excellent. Everyone in agreement?" Kyle asked the group.

Everyone nodded as Kyle smirked back and told Paradox, "Were ready to take down Eon."

"Good work, Kyle. Now please note that Eon is currently mobilizing his forces to utilise a large Tachyon Warhead to destroy your base and seal off your dimension forever." Paradox warned the group.

"A Tachyon Warhead? And what exactly is that Paradox?" Stan asked the heroic time traveller.

"A Tachyon is a particle that can travel faster than the speed of light. It has not been discovered by humanity yet. But it will in the far future. Somehow Eon has managed to take the energy from the Tachyon and convert it into a warhead along with some other elements from rather powerful aliens." Paradox remarked to the group.

"So basically it's a bomb that's meant to kill us? That's a crappy plan for a villain." Kyle snarkily joked showcasing his hot-headed nature.

"Kyle, what would sensei Bella think about that attitude?" Ultima reminded Kyle.

Quickly regaining his focus, Kyle then coughed slightly before he told Paradox, "We'll prepare for an invasion by Eon's forces and then we should mount a rescue mission to get the others Paradox."

"Good thinking Kyle, we'll focus on one task at a time and once the rescue mission is completed, we could send the Omnitrix and Ultimatrix wielders to fight Eon whilst the others halt Eon's invasion. I'll have more details when I'll contact you later and I'll warn you when Eon's forces are coming. Take care everyone and good luck." Paradox then advised everyone as his connection vanished.

Flick!

"So now what?" Ben then blurted out loudly.

"I think that we should all get to catch up with each other. But the question is who goes with who?" Kyle then suggested to everyone.

"Well, Kai, It's pretty obvious that we should recap together," Trey said eager to talk to Kyle.

"And I'd like to talk to Ben, see how he's been doing," Kosta stated as he looked over towards Ben who waved back.

"Uh... I guess I could hang out with Kayla?" Stan suggested as Kayla smiled brightly back and said, "Hey, we'll have fun!"

"Alright everyone, chill out until something happens But be on your guard. Treez you coming man?" Kyle requested to his friend.

And so everyone split up into groups as they walked around the base.

With Trey and Kyle who were walking to the gravity chamber...

"So Kyle, what exactly have I missed since we last met?" Trey curiously asked Kyle.

"It's a very long story so I'll summarise it quickly." Kyle said before he fully explained, "After we stopped the Highbreed invasion, Vilgax came back looking for vengeance against me. He wanted to beat me in a duel so he could conquer Earth. Naturally, I wouldn't let that happen. The problem was that my Ultimatrix was broken and I was switching through the Randomizer function all the time with my aliens. So my team tried to fix the Ultimatrix and stabilize it back to normal... There were side effects, however." Kyle finished to Trey.

"Side effects? Are you saying that everyone in your team was affected by the explosion of Codon Energy? That's pretty awesome." A grinning Trey replied.

"Nice to know that, anyway following the explosion thanks to Kyle's Mobian DNA, I was able to become a fully living being with everyone else being affected in the following ways. Kayla gained the Biomnitrix gauntlets, Ben can use his Andonite mana to form energy weapons, Ali, Gwen and Kevin also gained new mutations with Ali being a unique mutation due to her bond with Kyle. Gwen was mutated into a full Anodite form and Kevin became an elemental humanoid made of different materials that Kyle calls Terramorph. That's pretty much it." Ultima finished her long explanation.

"That's a lot to take in, but it's still very awesome how everyone has been getting stronger in their way. Hell, it might be easier to differentiate the two teenage Ben's." Trey pointed out.

"So after that, I beat Vilgax again who had fused with Malware making him of a Malgax. Once that was done, I ended up travelling with Bella to Conton City where I fought the God of Destruction, Lord Beerus. And I also had to deal with an axe crazy SCP version of myself from another timeline. My most recent adventure was travelling to a desert planet to stop a major war whilst Kurama also tried to escape again. But I and Kayla beat him as usual." Kyle informed Trey.

"Okay, you thought that was long? Here's a lot of exposition." Trey jokingly remarked before he began recapping his previous experiences to Kyle since they had last met.

A few moments of narrative exposition later...

"Holy crap... Did you go through all that since we last met? That's insane to think about despite everything I've seen." Kyle truthfully spoke.

"I know it sounds like a lot, but I've felt really good recently. So where is this gravity booster?" Trey remarked to Kyle.

"Right here." Kyle introduced the gravity booster room to Trey.

Looking around at the gravity booster, Trey noticed that the chamber was a bright white colour and had various red boosters in the side of the chamber to influence the gravity amount.

"This machine works by increasing the amount of gravity in the chamber. Currently, it is set to 0." Ultima advised Kyle and Trey as she appeared in her holographic form in the control room.

THWOOSH! ZAP!

Knowing what Kyle was up to, Trey grinned and pointed out, "Want a rematch? I've been looking forward to it."

"Maybe one day. But we're just going to do a bit of training in the gravity chamber. I want to see how high you can withstand the gravity pressure." Kyle explained.

WHOOSH! THUNK!

The gravity booster then activated to a ten times increase as Trey ended up facepalming the floor having been pinned down by the gravity.

"Ooof!" Trey grunted in annoyance before he ranted, "Kyle!"

"Sorry Trey, I just couldn't help it. Ultima could you set the gravity booster to a five times increase?" Kyle asked her.

"Sure thing! Gravity is now at a five times increase!" Ultima happily replied.

Grunting slightly, Trey slowly got up from the ground as his body slowly began adapting to the gravity booster.

"Urgh... This isn't easy, but I can adapt to this." Trey stated as he slowly stood upwards and threw a few punches in the air.

Curious, Trey then questioned Kyle by saying, "So why exactly did you build this?

Throwing a few punches in the air, Kyle adopted his fighting stance as he replied, "I want to train my natural body without relying on Alien X or Kurama all the time. Now do you want to fight or not?"

"Hell yeah, I've been waiting for this before we have a proper rematch." Trey cockily stated back as he cracked his knuckles as he adopted his fighting stance.

There was silence in the gravity booster room before Ultima shouted out, "Ready, you may fight!"

Kyle and Trey then charged toward each other with focused grins on their faces.

WHOOSH! KICK!

Kyle attacked first with a high spin kick as Trey slid on the ground dodging the attack in response.

DODGE! WHOOSH! THUD!

Landing upright, Trey then used his enhanced reflexes and threw several jabs and crosses towards Kyle who rose up against his arms and blocked the punches.

"I'm just getting started Kai! Why don't we step it up a notch?!" Trey shouted to his friendly rival/brother.

Kyle smirked and did something unexpected that most normal people would be awed by as his appearance changed slightly.

His blonde hair spiked up and grew larger as a pair of red and black striped quills grew out of his back with a small black tail with a red stripe on the end appearing as well.

Kyle had activated his Mobian powers.

"Let's see how your Doppelganger form can match my Mobian state!" Kyle cockily stated as he curled up into a ball before...

WHOOSH! SMACK! BOUNCE!

Using his Homing Attack, Kyle's ball state rocketed towards Trey who quickly shapeshifted his arms into a pair of large brown dinosaur alien arms before he deflected the ball and tossed it to the side.

Uncurling from his ball, Kyle landed on the ground, aimed out his right hand as it glowed slightly before Kyle shouted out, "CHAOS SPEAR!"

WHOOSH! BZZTT!

Various yellow energy beams were fired towards Trey as Kyle smirked slightly.

In response, Trey morphed his hands back to normal and cupped his hands together before he shouted back, "KAMEHAMEHA!"

WHOOSH! BZZTT!

A medium-sized blue energy wave was launched towards Kyle's Chaos Spears from Trey's hands as the energy beams then collided and exploded.

KA-BOOM! RUMBLE!

Thick smoke obscured the gravity booster as Trey and Kyle charged in and continued punching each other as the training duel continued.

Meanwhile in another part of the underground base...

"And that's pretty much my story." Kayla finished explaining her history to Stan.

"So a young Kyle used Alien X to turn into you and you both became separate entities? And used to be evil, but you're not anymore? You don't look like the evil type to me. Still, it's great to see nice people like you not doing bad things for the fun of it." Stan honestly admitted to Kayla.

"Thanks for the support, So, what is your story anyway, rookie?" Kayla questioned Stan as the two walked down a corridor.

Glancing at Kayla, Stan then told her, "Can you use my actual name instead of rookie please?"

"What else can I call you? I guess you're not the nickname type." Kayla shrugged back.

"Fair enough. As for my backstory? It's nothing really special, I just lived an average life with my single mom. I never really knew who my birth dad was. Other than finding this Omnitrix, I don't have anything special going for me." Stan admitted not knowing about his half Saiyan side.

No longer walking, Kayla leaned down and smiled slightly to Stan before she declared, "I think you're wrong. I think you do have something special inside of you."

"Look, Kayla. I don't have any alien mutations like Trey's shapeshifting limbs, Kyle and your Mobian powers, Your version of Ben and Gwen's Anodite abilities and Kevin and Ali's Osmosian powers. I'm just an average joe. But despite this, I'm really smart." Stan replied with his theory.

"Hmm... But tell me, have you been smart your whole life or is it something you've noticed since you found the Omnitrix?" Kayla questioned Stan.

Pausing slightly to think, Stan then noticed something interesting.

Ever since he found the Omnitrix, he had been feeling slightly smarter than before.

Or was he the same?

Shrugging back, Stan said, "I dunno. I've been feeling the same all the time."

"I've got an idea. We're nearly at my laboratory, I've been setting up in my spare time when I'm not on Galvan Prime." Kayla told Stan as they walked into the laboratory.

The laboratory was filled with various computers that had been supplied by Galvan technology.

In the direct centre of the lab was a steel gurney where a large machine was connected to a large DNA modifier device.

"Woah! This place is so cool! Reminds me of the modern take on the Fortress of Solitude." Stan quoted as Kayla grinned back.

"You sure know your cultural references huh? Anyway, I was thinking about tweaking your Omnitrix with a few new upgrades." Kayla suggested to Stan.

"Upgrades? Um... The last time I tried tampering with my Omnitrix, I broke the faceplate and I ended up turning into useless hybrid combos. And you ended up gaining those gauntlets from the explosion with Kyle." Stan warned Kayla.

"Hey don't worry, I was not going to tamper with the main settings. I was going to add in a few minor features if you'd like." Kayla pointed out to Stan.

"Okay... So could you modify the roster to be alphabetical order instead of randomly labelled with names for the aliens below the icon? Could you also use the Xirod font? It's used in a lot of SCI-FI stuff. That's the one feature that I need asap." Stan replied as he held out the Omnitrix on his right arm.

"That's a rather specific request... But it should be easy for me to do!" Kayla happily replied before she suggested, "I'll also increase the time you can stay transformed and reduce the recharge rate when your Omnitrix is recharging."

"Oh! I've got another idea! Can you give my Omnitrix a voice modulator that can tell me about useful things? Uh... like the HEV Suit voice from Half Life?!" An excited Stan then giggled loudly.

"Ha! I'd knew you'd love what I'll do! What are you waiting for then? Get on the gurney!" A grinning Kayla said back in excitement before she said, "Give me five!"

Raising her hand in a high five, A grinning Stan high-fived her back.

"Awesome! Now let's do this!" Kayla encouraged Stan who eagerly said back, "I agree!"

Immediately, Stan scrambled on the gurney as Kayla then transformed into a fusion alien with a flash of pink light by combining her pink gauntlets.

BEEP! FLASH!

A small orange humanoid alien then jumped onto the gurney near Stan's right arm.

WHOOSH! THWIP!

The alien, in turn, was a fusion alien that combined traits of Grey Matter and a crab alien known as Brainstorm.

She had bright orange skin, with her blonde hair appearing from the back of her had.

She also had Grey Matter's frog-like eyes along with a crab-like head shape. She also had a pair of sharp crab-like pincers and Grey Matter's frog-like legs.

Lastly, she was also wearing a pink jumpsuit with black stripes that covered her body similar to the jumpsuit Grey Matter wore with the Biomentrix symbol being in the middle of her jumpsuit.

Kayla had become a fusion alien known as Brain Matter.

"Ta-da! Meet BRAIN MATTER! My smartest fusion alien!" Brain Matter Kayla greeted to Stan.

"Cool! Now she looks like a useful fusion alien!" Stan complemented the Galvan/Cerebrocrustacean Hybrid.

"Thanks. Now let's get to work." Brain Matter Kayla replied as she leapt onto Stan's Omnitrix faceplate.

At the same time in another part of the underground complex...

"So, I guess I have a lot to catch up on." Kosta joked as he talked to Kyle's team in the main chamber.

"Of course you do. I'm completely different than the last time you saw me." Ali snarkily remarked as she leant against a nearby wall.

"And luckier sis. At least you don't look like a walking hybrid of wood, concrete and metal." Kevin then jokingly mumbled back to Ali sat down on a couch near Gwen.

"Don't worry, Kev. These ID mask's we wear make us like our old selves. Besides being a full Anodite isn't so bad actually." Gwen happily admitted as her green eyes flashed pink briefly.

THUNK!

Ben then grabbed a Mr Smoothie from a nearby vending machine and walked over to Kosta with another one.

"Smoothie?" Ben questioned Kosta handing it over to him.

"Sure, thanks, Tennyson," Kosta replied as he began drinking the smoothie.

"So what happened after I last saw you all?" Kosta questioned the group.

"Well, It all started when..." Ali began just before...

CRAKA-BOOM!

A loud explosion then shook the underground base before Paradox's voice chimed through Kosta's Omnitrix and Ben's Ultimatrix, "Everybody! I've just found out that Eon's forces are invading the base!"

"Warning! Large hostile Chronian force detected!" The automated system for the base blared.

"It's hero time then!" Kosta and Ben shouted at the same time as the group into position ready to fight.

At the same time in the Gravity booster chamber...

WHOOSH! THUNK!

Trey and Kyle sprinted out the chamber as Kyle ordered Trey, "We need to find the others before that ancient bastard gets hold of them!"

Before Trey could reply, Several Chronian soldiers charged around the corner wielding laser swords.

"For Lord Eon!" The mindless mooks called out charging towards Kyle and Trey.

"We don't have time for this." Trey annoyingly muttered under his breath fed up of fighting Chronian mooks.

Kyle then activated his Ultimatrix and quickly transformed into an alien whilst Trey changed as well.

BEEP! FLASH!

The alien that Kyle transformed into was a humanoid Dragon alien that had red scaley armour with dragon wings and a spikey tail.

The alien also had had sharp toothy fangs with red dragonic eyes with the Ultimatrix symbol being present in the middle of his scaley chest.

"SCORCHIO! Time to kick some Chronian ass, mate!" Scorchio Kyle boasted to Trey in an Australian accent.

The alien that Trey had changed into was a humanoid alien made of snot and boogers who had bright red eyes.

The alien also wore a red and black belt that the Omnitrix symbol was present on along with red cuffs.

"SNOT ROCKET!" Snot Rocket Trey shouted out before he said to Scorchio Kyle, "Let's go, Kai!"

One of the Chronian soldier's attempted to slice Scorchio Kyle, but the dragon alien grabbed hold of his right arm and unleashed a massive flamethrower from his mouth.

WHOOSH! BLAST!

The Chronian soldier was burned to a fiery crisp before Scorchio Kyle blared out, "You mooks stand no chance against us mate! Why don't you just give up!?"

"We go down to the last Chronian standing! Lord Eon..." A random mook called back as Snot Rocket Trey then splattered him with boogers and knocked him out.

WHOOSH! SPLAT! CRACK!

"And your Lord Eon is a power-hungry jackass." Snot Rocket Trey sniffed back before a Chronian soldier snuck up from behind when...

WHOOSH! BLAST! THUD!

A fireball launched from Scorchio's mouth sent the Chronian mook flying against the wall before he was knocked out and slumped against the corridor.

"Thanks." Snot Rocket Trey complemented Scorchio Kyle before he replied, "Let's get a move on mate!"

Snot Rocket Trey and Scorchio Kyle then sprinted down the corridor as Ultima advised the two, "I'm detecting Kayla and Stan's Biomnitrix and Omnitrix symbols in the living quarters/laboratory area. It's a good idea to regroup everyone together."

At the same time with Kayla and Stan...

Creak...

The door to the laboratory slowly opened as several Chronian mooks carrying laser swords walked inside the room.

"Secure the perimeter! The targets Kayla and Stan are in the lab. Make sure they don't escape!" The Chronian squad leader called out to his troops.

The Chronian mooks nodded back as they slowly spread out across the laboratory trying to figure out where Kayla and Stan were hiding.

One Chronian soldier noticed the empty gurney where Stan had previously been.

Splot!

Something then splatted on the ground as the Chronian soldier noticed a blob of pink slime.

Now curious, the Chronian kneeled and observed the pink slime before a feminine glob like voice called out, "You're screwed!"

WHOOSH! GRAB! SPLAT!

A large pink blob of slime then grabbed the Chronian soldier and dragged him upwards.

Confused, the Chronian mooks then looked upwards at the roof trying to find the pink blob of slime.

WHOOSH! THUNK!

Some seed bombs then landed on the ground before they exploded sending out sleeping gas.

BOOM! HISS! THUD! SLAM!

The Chronian soldiers were then knocked by the sleeping gas as Stan in his Wildvine form then leapt onto the ground.

"Coast seems clear. Nice work Kayla." Wildvine Stan called her out.

WHOOSH! SPLAT!

Kayla then landed on the ground before she stood up transformed as a humanoid pink alien made of pure goop with the Biomentrix symbol on her chest.

The alien also had a small Anti-Gravity Projector hovering over her head to control her goopy body.

Kayla had become a non-fusion alien known as Goop.

"Glad to help, Now we should find my brother and Trey." Goop Kayla suggested.

"Good idea, You lead the way." Wildvine Stan replied before he called out, "Gadget Cat!" And transformed.

FLASH!

Gadget Cat Stan slowly emerged from the green light as the Omnitrix symbol on Stan's chest then replied with a male voice, "Lombax DNA Sample activated."

"That holographic voice modulator seems to be working rather nicely. Now let's get a move on." Goop Kayla replied before she transformed into a fusion alien with a flash of pink light.

FLASH!

Where Goop once stood was a new fusion alien combined with Upgrade and alien known as Juryrigg.

The new alien was a small humanoid alien that had a gremlin-like body which had a tail with a plug on at the end.

The alien also had a pair of spikey ears and nose with her body being slightly rounded.

Lastly, her body was covered in pink Upgrade lines with the Biomentrix symbol being located on her face.

"UPRIGG!" The fusion alien called out in a digital crafty voice as Gadget Cat Stan then morphed in his Shock Cannon.

WHOOSH! ZAP!

Cocking the Shock Cannon, Gadget Cat Stan grinned darkly as Uprigg Kayla then leapt on his shoulder.

"Ready to have some fun?" Uprgigg Kayla questioned the Lombax.

"Oh yeah. We're going to save your dimension." Gadget Cat Stan replied as the alien duo then sprinted out of the laboratory.

At the same time in the generator room in the base...

FLASH! THWOOSH! BZZTT! ZAP! SPARK!

The power to the base was being supplied by a massive purple crystal that covered the entirety of the chamber.

The crystal was a Giga Chromastone crystal that Kyle had managed to build which supplied power for the entire base.

FLASH! THWOOSH! BZZTT! ZAP! SPARK!

A purple time portal then opened up as a lot of Chronian soldiers of Eon's Chronian army walked in the chamber with several elite Chronian soldiers carrying large energy weapons which were designed to stun and neutralize a target.

"My Lord Ozymandias, we've located the uh... double evolved Crystalsapien crystal generator." The Chronian squad leader spoke through his gauntlet.

"Excellent work, I'm en route now," Ozymandias informed the squad leader.

FLASH! THWOOSH! BZZTT! ZAP! SPARK!

A large bomb which was smaller then the Giga Chromastone crystal was then slowly wheeled into the chamber on a hovering purple platform with Ozymandias and some elite Chronian soldiers guarding him.

"What is the current status of our mobilized forces in the base?" Ozymandias questioned the Chronian squad leader.

"We're suffering heavy losses due to the combined efforts of Kyle's team, the Ultimatrix and Omnitrix wielders that are wiping our forces. But still, I'm fairly confident that we'll win the war." The Chronian squad leader informed Ozymandias.

Smirking slightly, Ozymandias then explained to the squad leader as some Chronian workers were moving the bomb from the platform onto the ground, "You're orders are to guard this bomb at all costs. Don't let any children or teenager's inside this chamber. Eon's orders are to shoot and kill any targets on sight especially the members of Kyle's team."

"Of course my lord. We will go down fighting to the last Chronian standing." The Chronian squad leader replied to Ozymandias.

"You're noble sacrifice will be remembered by myself and Lord Eon. After all, we will win the war. But not this battle." Ozymandias thanked the squad leader before he ordered his squad of troops, "Gentlemen, it's time to fall back."

Ozymandias squad of elite troops then walked back into the purple time portal with Ozymandias himself before it sealed shut.

FLASH! THWOOSH!

The Chronian squad leader then told the squad in the generator room, "We do this for Lord Eon and we will make sure that Kyle Tennyson and his team are purged from existence!"

There was a chorus of loud cheers as the unique bomb then activated showcasing a countdown.

'T-Minus Five Mins to dimensional erasure.'

Meanwhile in the main chamber of the underground base...

A major battle was taking place as Kyle's team and Kosta Blake battled against the massive tide of Eon's countless Chronian soldiers.

SMASH! CRASH! WHIP! SLAM!

"ARGH!" A Chronian soldier screamed as a gigantic whip of Ali's hair slammed the unlucky Chronian face-first into the floor amongst dozens of other battered Chronian soldiers lying on the floor knocked out.

WHOOSH! WHIP!

Retracting her hair, Ali confidently smirked before she taunted the mooks by stating, "You Chronian mooks suck at your job."

"You little bitch! I'll..." A Chronian mook ranted at Ali charging behind her with his energy sword activated.

In response, Ali stretched out her right arm and morphed it into a Taydenite mace and slammed the mook's legs with the mace.

"Don't call me a bitch," Ali warned the Chronian soldier who fearfully nodded back in response before he was knocked out.

More Chronian soldiers then surrounded Ali as she cracked her knuckles, entered a boxing stance and loudly stated, "So who's next for an ass-kicking?"

WHOOSH! SMASH! BLAM! ZIP!

Kevin was surrounded by a dozen Chronian mooks in a corner with them all smiling darkly as he hurled another one onto the ground with a haymaker punch.

"Why don't you just give up Osmosian? We outnumber you ten to one." An elite Chronian soldier taunted Kevin.

"Giving up isn't something I can do." Kevin snarkily replied before he began changing.

WHOOSH! ZAP! FLASH!

Kevin then transformed into an armoured and 2.0 version of his 11-year-old mutation as the Chronian squad leader called out, "Open fire!"

WHOOSH! BLAST!

Purple energy beams then blasted into Kevin 11's hide as the Evolved Osmosian charged forward and swatted the mooks aside with Heatblast flames and Diamondhead crystal shards.

WHOOSH! BLAST! THUNK! CRASH! RATATATAT!

The elite Chronian soldier beams fell apart as Kevin 11 2.0 sent the Chronian hoard scattering apart as Gwen then flew across the chamber in her full Anodite form which was a glowing purple humanoid mana energy alien with her hair being beams of floating mana energy.

WHOOSH! BLAST! ZAP! BOOM!

The Chronian soldiers attempted to blast Gwen out of the sky with the energy weapons before Gwen held out her hands and called out a spell incantation, "Adfishio Potentia!"

Various purple mana beams then appeared from Gwen's hands as the Chronian soldiers ended up being tangled by the purple mana beams before they were sent slamming into each other along with the floor and the wall.

WHOOSH! SMACK! CLANG! WHACK! KA-WHAM!

Also, Kosta who was currently transformed as Four Arms (Who's jumpsuit had yellow stripes and an Omnitrix symbol on his shoulder) was beating up Chronian soldiers.

"RARGH! This is bloody awesome!" Four Arms Kosta ranted out as he cracked a Chronian's head and tossed the corpse to the side.

CRACK! THUD!

"Don't just stand there, use the bio collars to restrain the Tetramand's power!" A Chronian squad leader called out carrying a large energy weapon before...

WHOOSH! SLICE!

A large purple mana sword then sliced the laser weapon into pieces before the Chronian spotted a Basalt alien who had a green Ultimatrix symbol on his chest which was glowing purple slightly due to Ben using his mana power.

The Basalt alien was Ben who had transformed into an alien known as Rocks who's right arm had morphed into a mana energy sword.

"I think you missed someone." Rocks Ben taunted the Chronian soldier before he knocked out the Chronian soldier with his left normal arm.

CRACK! WHAM!

"Good work, Benjamin and Kosta! I believe that the last of the Chronian forces will be arriving shortly, so take them out quickly." Paradox's voice then blared through Ben's Ultimatrix and Kosta's Omnitrix.

BONK! THUD!

Gwen then dropped an elite Chronian solider on the floor from her hair tentacles as he was knocked out onto the ground.

"You two alright?" Gwen questioned them with an echoey voice.

"We're fine Gwendolyn." Four Arms Kosta replied as Rocks Ben smiled with Kevin now in his normal form and Ali regrouping together.

"So, I reckon we ripped through their numbers a lot. There can't be that many left." Kevin pointed out to the group.

Taking charge, Ali then suggested to everyone, "We should wait for Kyle and the others to come back. Then we'll..."

BLAM! THUD! WHACK!

The wall near the smoothie machine then exploded as more Chronian soldiers then poured into the room.

"No! Not the Smoothie machine!" Rocks Ben angrily complained.

"We'll fix the Smoothie machine later, but focus on the mission now Ben!" Gwen reminded her cousin.

The group of five then glared at the Chronian horde just before...

WHOOSH! THUNK!

A disco-like ball with an antenna was then tossed onto the floor as everyone looked at it in shock.

"What the hell? A disco ball?" Four Arms Kosta questioned just before it moved up and...

"Dance until you drop out thanks to the Groovitron!" Gadget Cat Stan then called out having jumped into the room with Uprigg Kayla standing on the floor nearby laughing maniacally.

And then the Groovitron orb rose up...

And all the Chronian's then began dancing as the 1812 Overture music theme began playing with the allies not being affected by the dancing at all.

"Okay, this is the silliest thing, I've seen for a while." Kevin snarkily joked before him and Ben began laughing whilst Kosta, Gwen and Ali stayed silent.

"What are you lot waiting for? Let's kick some Chronian ass!" Gadget Cat Stan reminded the group as he rose his OmniWrench and whacked a dancing Chronian soldier on the head.

THWHACK!

The Chronian soldier was then slumped onto the floor as Uprigg Kayla stretched out her arms and grabbed hold of the two Chronian legs before she knocked the two of them onto the ground.

WHOOSH! GRAB! THUD!

"No! This cannot be!" The dancing Chronian squad leader shrieked in fury and fear as the group of seven began battering and tearing the forces apart.

Ali fired electric bullets from her hands that stunned the Chronian soldiers as they slumped onto the ground whilst also using her hair to hurl the Chronians around as well.

WHOOSH! ZAP! SPARK! THUNK! WHAM!

Kevin utilized his morphing powers as his left hand formed into a stone mace whilst his right hand was a metal hammer as Kevin slammed the Chronian soldiers into a large knocked out pile of injured mooks.

SMACK! WHAM! CRASH! THUNK!

"Mercuta Verditis!" Gwen yelled loudly as purple bolts of magical lightning zapped even more Chronian soldiers as they crashed onto the ever-growing pile.

ZAP! RUMBLE! CRASH! THUD!

Both Rocks Ben and Four Arms Kosta then smacked and slammed the last of the Chronian soldiers on the massive pile of knocked out troops just as the Groovitron orb then fizzled out and popped.

Leaning down, Gadget Cat Stan grabbed hold of the Groovitron orb and placed it back in his hyperspace inventory before confidently declaring, "And that is how you foil an invasion plan."

"I've never seen that alien species before." Rocks Ben remarked before Kevin called out and explained, "He's a Lombax. They're a very rare species from the Polaris Galaxy. Don't see many around these days."

"Okay, so this kinda brings up the question, where's my boyfriend?" Ali then questioned everyone.

"AZERATH METRION ZINTHOS!" A deep female voice then called out before...

WHOOSH! ZAP! BLAM!

A black beam of magical energy sent an elite Chronian soldier flying out of a nearby corridor and onto the floor as Kyle and Trey emerged.

Kyle had become a version of Raven from Teen Titans who he had called Metrion who had a red Ultimatrix symbol on her belt buckle.

Whilst Trey had become a copy of Flame Wingman from Yu-Gi-Oh who also had a red Ultimatrix symbol in the middle of his chest.

"Missed us?" Metrion Trey called out cockily as Flame Wingman Trey grinned in response.

"Good to see you two," Ali replied as Gadget Cat Stan's jaw then dropped in shock.

"Seriously?! Raven from DC comics and Flame Wingman from Yu-Gi-Oh?! OH MY GOD, I'M HAVING A NERDY FREAKOUT RIGHT NOW!" Gadget Cat Stan screeched in excitement and joy.

Everyone then chuckled slightly as Metrion Trey then sarcastically joked, "If you like that, then guess what? My mentor can turn into a copy of Superman rookie."

Gadget Cat Stan then remained speechless briefly before he eagerly remarked, "Well, I look forward to meeting Bella one day."

"Warning, Omni-energy supply is low. Recharge mode activated." Stan's Omnitrix voice then beeped slightly before Stan transformed back to normal.

FLASH!

Glancing at his recharging Omnitrix, Flame Wingman Trey then asked Uprigg Kayla, "You modified Stan's Omnitrix?"

"Yep, I added a few features he requested including a better user interface, a holographic voice modulator and quicker recharge times as well." Uprigg Kayla explained.

"Wow, Hopkins is getting into the big leagues now." Four Arms Kosta replied.

Before anyone else could say anything, Paradox's voice chimed through all the Omnitrix's and Ultimatrix's, "Well done everybody. You managed to beat all of Eon's forces. Unfortunately, there is still the matter of Eon's dimensional bomb which could rip apart Kyle's reality."

Feeling pissed off that a version of Eon would want to destroy her reality, Metrion Kyle stood upwards and stated, "Don't worry Paradox. I know just the alien to get the job done."

"Oh boy, here we go... Alien X is going to put an end to Eon's plan." A grinning Kevin then told everyone.

"Kev, it was pretty obvious." Rocks Ben pointed out as everyone looked at him in disbelief.

At the same time in the power generator chamber...

BEEP! BEEP! BEEP!

As the count down increased, the elite Chronian soldiers surrounding the bomb then smirked as the squad leader declared, "At last! Soon Kyle Tennyson and his pathetic team will be no more!"

THWOOSH! FLASH!

"Yeah, I don't think so dumbasses." A multi-layered dimensional voice pointed out with an echoey tone.

In plain sight view as a large humanoid alien who was black with numerous white stars on his body with his hands being a bright white colour.

The alien also had three horns on the top of his head, an Ultimatrix symbol in the middle of his chest and luminous red eyes with no pupils in them.

Kyle had become a Celestialsapien known as Alien X who was one of the most powerful aliens in the entire Omniverse being a physical god who could do anything.

"It's Kyle Tennyson! OPEN FIRE!" The Chronian squad leader shouted out panicking.

WHOOSH! ZAP! BLAM!

Alien X Kyle then blocked the purple energy beams fired before he calmly flicked his fingers and sent the energy beams back into the elite Chronian soldiers.

WHOOSH! ZAP! KA-BLAM! BZZTT!

The elite Chronian soldiers were then defeated before Alien X Kyle looked at Eon's personal dimensional time bomb as the countdown dropped down.

 _"I know exactly where to drop this bomb off, Ultima. What do you say we pay a visit to_ Eon?" Kyle thought to Ultima.

 _"Sounds like a great idea. After all, get to know your enemy, Kyle."_ Ultima cheekily replied to Kyle.

Smirking, Alien X Kyle then placed his white hands on the bomb before he vanished teleporting off with the bomb.

THWOOSH! FLASH!

Meanwhile... In Eon's dimension...

"Ah... It's good to have some peace and quiet when you are conquering the multiverse." Eon calmly thought to admire the view of his private dimension without anyone to bother him.

Or so he thought.

THWOOSH! FLASH!

Alien X Kyle then teleported into Eon's private dimension before he placed the dimensional bomb on the sickly purple ground.

"Hey, Lord douchebag! You forget something!" Alien X Kyle taunted Eon.

Enraged, Eon turned around and spotted the grinning Celestialsapien before he ranted angrily, "Kyle Tennyson?! But you should be dead you vile child!"

"Yeah, but no one tries to blow up my home." Alien X Kyle warned Eon before he remarked, "Oh and we'll be coming for you soon. So you should enjoy your last few hours of existence while you can. So Ciao!"

Alien X Kyle then vanished just before the dimensional bomb exploded.

CRAKA-BOOOM!

A gigantic shockwave was generated from the force of the bomb with a massive mushroom cloud being generated from the explosion.

Due to the dimensional bomb erupting in Eon's dimension it didn't damage him, but just made Eon very mad as Eon shouted in rage, "DAMN YOU KYLE!"

Infuriated, Eon then tapped on his gauntlet and contacted Ozymandias in a fit of cold rage.

Flick! Beep!

Ozymandias hologram then appeared before he questioned Eon, "What is the problem, my lord?"

"There's been a slight change in plan. I want you to execute the prisoners and begin invading the other dimensions! Paradox has recruited all the wielders and they will be coming for me! I will regroup with you on the command vessel to explain my last stand." Eon advised Ozymandias.

"Of course my lord, I will begin preparations at once," Ozymandias advised Eon back who turned off his gauntlet.

Glaring at the mushroom cloud, Eon then knew once thing.

That it wouldn't be long until the final battle occurred and that he would unleash his full power and wipe out the Omnitrix and Ultimatrix wielders once and for all.

"After all, if you want something done right... Then I'd best do it myself." Eon madly ranted as he clutched his left first and walked off into the darkness.

Or little did he know what would truly happen in the final battle as Paradox had foreseen everything leading to Eon's demise...

The End of Crisis in the Omniverse, Heroes Reunited, Part 1.

 **Author's note: Thanks for reading Part 1 of the crossover chapter!**

 **I hope you enjoyed reading it and be sure to check out Part 2 of the crossover chapter next!**

 **Remember to Read, Review and Favourite, this mammoth duology of a chapter and the story in general.**

 **So why don't you check out Part 2 next for the credits and how Eon is beaten? ;)**


	27. Chapter 27: Heroes Reunited: Part 2

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, All rights reserved for all owners and companies.**

 **Author's note: Welcome back to part 2 of the crossover chapter!**

 **We know the drill by now, so sit back and enjoy reading it!**

 **Oh and don't forget to Read, Review and Favourite okay? ;)**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Chapter 27: 'Heroes Reunited: Part 2.'

In Kyle's base and home dimension twenty mins later after the battle...

BEEP! ZAP!

A bright yellow light scanned Stan's Omnitrix before Ultima then told Kyle, "I've acquired Gadget Cat's DNA sample along with some other new DNA samples in my database."

"Hey, if you want to make Gadget Cat even more awesome, feel free to." Stan happily replied.

"Thanks, rookie. Now let's get down to business." Kyle thanked Stan before he looked at everyone else who was busy working.

Kevin and Trey were busy dragging out the beaten Chronian soldiers and dragging them to the side via a blue time portal that Paradox had created.

"So where did Paradox say this portal goes to?" Kevin questioned Trey.

"Eon's command ship. Paradox wants us to demoralize Eon so were essentially pissing him off Kev." Trey snarkily replied to Kevin as he hurled a battered Chronian in the portal.

FLASH! THWOOSH! BZZTT!

Everyone else was also working in the aftermath of the fight.

Ben and Kosta were attempting to fix the smoothie machine with Gwen and Ali were clearing up rubble and talking about what plan should be done next whilst Stan and Kayla were also helping to clear up the mess.

"So, how long has this underground base been around for?" Stan questioned Kayla.

"It's been around for a while, The first time the group was in here occurred before Kyle had to go into the Null Void to rescue some friends of ours."

"Urgh. I recently ended up there when Vilgax and Kevin 11, the younger one trapped me in there with Gwen." Stan remarked to Kayla as she smiled slightly.

"Do you have a crush on your version of Gwen?" Kayla then curiously asked Stan.

Stan's face blushed slightly before he whispered back, "Well, I do feel odd around her. But I'd rather take it slowly."

"Fair enough. But still, you and Gwen could be so cute together." Kayla joked back.

FLASH! THWOOSH! BZZTT! THUD!

Hurling another Chronian in the portal, Kyle then walked over to Trey and Kevin.

"Hey, Treez. Can we talk for a moment? Paradox contacted me." Kyle informed Trey.

"Sure, Kai. Can you take care of this for me Kev?" Trey asked Kevin.

"Yes, but just don't take to long, Omnitrix defenders." Kevin sarcastically replied before he called out, "Ben, give me a hand would you?!"

"Coming! I'm just fixing the smoothie machine." Ben replied as Kosta rolled his eyes before stating, "Do we have to fix this thing, Benjamin?"

"Of course! I love Mr Smoothies!" Ben criticized Kosta's statement as Trey and Kyle walked off together.

"So what did Paradox tell you about?" Trey asked Kyle.

"Oh, you know just the fact that your friend Stan is a half Saiyan hybrid." Ultima bluntly told him.

Stepping in front of Kyle, Trey then calmly told him, "Look, man, Paradox wanted me to keep that a secret."

"Seriously? I have the balls to tell you everything I've been through, but you can't tell me this long little secret Trey?" Kyle hotheadedly ranted to him.

"Look, Kyle. Paradox told me to keep this secret because Stan is just a young kid! He's far younger then we were when we discovered our alien heritage and found our Omnitrixes!" Trey shouted back in annoyance.

"So?! I don't see how big of a deal it is," Kyle complained back.

Just before Trey could say something...

"It is a big deal, you misguided children." Eon then warned Kyle and Trey.

Stunned the two then turned around and saw Eon standing in the darkness of the corridor with his dark purple eyes staring out from the shadows.

"Well, look who finally decided to show up. The big boss." Kyle taunted Eon who hatefully glared back at him.

"Ah... Kyle Tennyson... The brat that was never meant to even enter this dimension and yet... Somehow you did from beyond our reality. Such a vile and chaotic sinner who has many bizarre and meshy powers. I don't even know what species of origin to call you." Eon calmly ranted showcasing his hatred of Kyle for being so strong and heroic.

In response, Ultima activated Kyle's Chakra power as a red aura of energy surrounded him.

THWOOSH!

"I won't let you kill Kyle!" Ultima shouted before she controlled Kyle's right arm.

"Ultima! We talked about this!" Kyle yelled back in annoyance as Eon watched on in amusement with Trey slightly shocked.

"Take this! RASENGAN!" Ultima shouted out as she hurled a blue ball of Chakra energy by controlling Kyle's body at Eon until it exploded.

KA-BOOM!

Smoke covered the hallway with a blue flash as Eon emerged undamaged.

"Foolish A.I.! I'm a holographic projection! Did you think I would show up to confront you?" Eon taunted the group.

"You're so lucky you aren't even here right now..." Kyle warned Eon hating him more and more.

No longer paying attention to Kyle, Eon looked at Trey before he rambled on, "Ah. Tremaine Sergauson... The abomination who was responsible for many failures to your allies. Yet another sinner who must be exterminated by my righteous judgement."

"Really? Do you think you can beat me and Kyle together? We have many people who are looking to beat the crap out of you." Trey jokingly remarked to Eon.

"I will not make the same mistakes my previous counterparts failed to do when they fought you." Eon warned the two before he remarked, "You want to fight me? Then gather your group of wielders and confront me once and for all."

"And what if you're lying?" Trey questioned Eon who held out his hands and replied, "I don't lie, Sergauson. But I will tell you this. I will not go down without a fight. So be prepared for your final demise where I will make your last moments hell."

Eon then vanished back into the shadows with his holographic projection fading away.

"Man... He's an ego boasting Chronian I've never seen the likes of before." Kyle then said having first hand witnessed Eon.

Kayla's voice then chimed through Ultima as she stated, "Hey guys. We need you back right now because Paradox has come up with a plan to beat Eon."

Trey and Kyle quickly walked back through the corridor to the main meeting area which was now cleared up as Paradox was physically present in the chamber.

"Ah Kyle, Nice to see you again. And Trey, good to see you too." Paradox greeted them both.

Smiling, Kyle then walked over and shook Paradox's hand before he stated, "I haven't seen you since I assisted you during the multiple Kyle event a while ago."

"Well, you did say that I was capable enough to handle ourselves." Ultima's voice pinged out from Kyle's Ultimatrix.

"Quite right my dear. Now then can everyone please gather around me?" Paradox asked everyone in the room.

The large group of nine then gathered around Paradox before he stated, "Now before we start, does anyone have any questions?"

Stan then raised his hand before he quietly asked Paradox, "Yeah, I know that we have a really good chance of beating Eon. But is there any secret weapon or person we can use to help guarantee a victory?"

"There is one individual who can be used for that purpose. But we will need all the available Omnitrix and Ultimatrix wielders together for that person to appear." Paradox cryptically teased Stan.

"Okay... I guess we'll just have to find who this person is." Stan shrugged back as everyone else grinned slightly knowing who the secret person was.

"Now then. Here is the plan for how to beat Eon. First of all, do any of you know what his main weakness appears to be?" Paradox questioned the group.

"He's very cocky and he can't be bothered to face us," Kosta suggested to everyone.

"That is correct, Kosta. This Eon has not made any physical appearances on the battlefield directly. He prefers to lurk in the shadows and let his fanatical army do his bidding via influencing his army and taunting his foes. This is why he contacted Stanley earlier and also taunted Kyle and Tremaine most recently." Paradox stated.

"So, a weakling like this sounds easy to beat right?" Kayla then optimistically questioned Paradox.

"Not necessarily Kayla. Before Eon invaded Trey's dimension, he bested me in hand to hand combat whilst before when Terra showed up a lifetime ago, I beat her. Does that state how gigantic the power gap is between him and her?" Paradox warned the group.

The group talked to each other before Kyle then pointed out, "But we've gotten so much stronger since I first met Trey. Hell, just take my Firecracker and Omni-Enhanced states."

"Kyle's right, we've all gotten much stronger since the time Terra appeared. Plus we're all more badass then before." Trey pointed out.

"Well, I'm afraid that Eon has been watching all of you for a significant period of time and based off how confident he seems, I believe that he has studied each of your powers with great detail and care so that he does not lose." Paradox once again warned everyone.

"So how exactly do you know if we'll win or not?" Ali asked Paradox.

"Well, Ali. I believe that as always, good will triumph over evil and that Eon will be beaten. But the main outcome I have noticed is that Stanley plays a key role in Eon's defeat." Paradox stated as everyone then looked at Stan.

"Me? Look, I don't know about this time travel thing. But I'm not anything special. Just an average kid before he found this Omnitrix." Stan replied in confusion.

"In my opinion, no one is average. Everyone has a special quality about them." Paradox told Stan walking over to him keeping his other half a secret from him.

"Oh... I get it now, just a motivational speech, right? Well, of course, I'm going to do my part to fight. I mean I won't exactly be much use during the final battle against Eon." Stan pointed out.

"Good. Now then, I'll explain the plan." Paradox stated before Ben said, "It's about time."

"Of course Benjamin. The plan that I propose is that we rescue Eon's captured prisoners before we split into two groups. The Omnitrix and Ultimatrix wielders will confront Eon whilst the group of supporting allies will put an end to Eon's invasion and ground forces in Trey's version of Bellwood where Eon is controlling his forces on his command vessel and is using the Omni-Tower structure as a staging ground for his invasion." Paradox fully explained his plan to everyone before remarking, "So what do you all think?"

"I agree. A great strategy in war is to divide and conquer." Gwen eagerly stated agreeing with Paradox.

"Same here. Gwen's always the smart one." Kevin spoke as Ben stated, "Same here."

Ali, "Once we have everyone, I'll lead the supporting group with Logan." Ali proposed.

"Sounds like a great idea. So hell yeah, I'm in." Kyle eagerly said to Paradox.

"I agree with my bro." Kayla excitedly stated.

"Of course, I'm in. We're going to beat Eon." Kosta also stated.

"Count me in too." Trey eagerly spoke.

"Excellent. Now let's get to work shall we?" Paradox asked everyone.

"Yeah, I'm ready." Stan lastly pointed out.

Speaking of which back on the S.S Executor in the command centre...

"Unacceptable! You mean to tell me that Paradox dumped all these ruined Chronian soldiers in my command vessel?!" An outraged Eon muttered in shock and anger having heard the news from another one of his Chronian soldiers.

"Apologies my lord... But our medical personnel are working hard to restore them to working condition." The nervous Chronian soldier whispered back.

"Gah! Stupid wielders... I know just how to make them pay for their continued defiance against me." Eon ranted before he ordered his minion, "Soldier! Proceded to the control room and inform our executioners that the prisoners must be annihilated!"

"Of course my lord! Thank you for giving me this task!" The Chronian soldier gleefully replied before he ran off into the corridor.

Sighing, Eon then walked over to the front glass window and looked out over the ruins of Bellwood as his army patrolled the area for miles.

 _"How can this be happening? I'm feeling stressed out. Still, even if I were to lose... No... I don't want to lose... But if I do... Then I will accept my fate..."_ Eon nervously thought about the possibility of dying.

Turning around, Ozymandias then walked into the control room holding a few bottles of Arcosian wine.

"Ah my lord. I brought you the Arcosian wine you requested." Ozymandias informed Eon.

"Thank you, my old friend." Eon thanked Ozymandias before the two then drank the wine and looked out the window.

"Well... It would appear that the end of our crusade is about to occur soon." Ozymandias pointed out.

"Of course... Still, it's been fun, hasn't it? The two of us working together for our righteous cause to bring peace to the Multiverse." Eon happily suggested to Ozymandias.

"It certainly has. Shall we rally the troops for a final speech before we begin our preparations?" Ozymandias suggested to Eon.

"Yes, we should." Eon confidently reassured his key ally as the two then got up and walked out of the control room.

At the same time in the prison cells...

"So does everyone know what the plan of action is?" Logan questioned the group of eight inside the cell with less Chronian guards keeping an eye on the cell than before.

"Of course. We are going to escape and find the others." Max vowed to everyone.

Nodding, the group then got into position.

Max, Young Ben and Gwen huddled together whilst Ellie leaned against the wall with Logan, Aubrie, Older Ben and Skurd sticking together.

"Hey, Chronian, you smell like rotten eggs!" Young Ben then mocked the guards before the Older Ben yelled out, "Same here! You jackasses are losers!"

The Chronian guards were unimpressed before one of them wielding a large energy axe called out, "You rotten kids! Unlock the cell! I'll execute them myself!"

A single Chronian guard quickly unlocked the cell door as Logan then rushed near the back of the Chronian and knocked him out with a well-timed haymaker punch to the back of his neck.

SMACK! THUD!

"The energy axe then slammed onto the floor as the Chronian guards began panicking.

"Seal the cell door! Don't just stand the..." A Chronian guard stated just before Ellie ran over and kicked the guard in the private regions.

KICK! CRACK!

"WAHLIIEE!" The Chronian guard howled in pain as he clutched onto his private region with his eyes having widened comically.

"Everyone go now!" Max ordered the group which quickly ran out of the cell as the Chronian guards attempted to fight back.

The problem was that Eon had understaffed the guards in the cell and as a result, the group quickly overwhelmed them having adapted to their fighting style.

A lone Chronian guard attempted to attack Aubrie and Skurd but the young teenager ended up using Skurd to enhance her punches with the slime.

SMACK! CRACK! CLANG!

Before the Chronian guard could attack her again, Older Ben then charged in and tackled him onto the ground before he knocked him out onto the ground with a strong downwards uppercut punch.

WHOOSH! PUNCH!

"Nice work babe." Aubrie complemented Older Ben who replied, "You did pretty great as well my sweet Rose. And you too, Skurd."

"Always a pleasure. Benjamin." Skurd happily joked back.

Logan and Ellie ended up back to back as a few Chronian guards surrounded them.

"So, Logan. What do you think about me now?" Ellie questioned Logan as she spun around and kicked a Chronian guard in his face.

WHOOSH! CRACK! THUMP!

"Well, Ellie. You seem like a decent person in my book and I hope you've treated Trey well." Logan bluntly told her as he slam-dunked a Chronian before he tumbled backwards on the ground beaten.

WHOOSH! SMACK! THUNK!

"Ben, Gwen! Over here!" Max called out to the younger counterpart of Ben and Gwen who quickly ran over to Max who was positioned at a nearby control panel that was for security monitors.

"So, how do we disable the bio collars on the others?" Young Ben questioned Max who was typing on it.

"Well, there should be some kind of password or combination in the security system here. Good thing I know a lot about alien technology thanks to my Plumber training." Max replied as he began typing in some commands in the system.

Looking over the few screens, Gwen then noticed something interesting on one of the camera feeds.

FLASH! THWOOSH! BZZTT!

A blue time portal created by Paradox then opened up as Ali, Kevin, Older Gwen and Older Ben (Kyle), stepped out of the time portal and onto the space ship.

"Grandpa, Ben. Check this out!" A shocked Gwen muttered out as Max and Young Ben looked over.

"Is that another version of me?! And an older version of Gwen!? Holy crap!" Young Ben swore in shock.

"I don't believe it. Three versions of Ben Tennyson and two versions of Gwen Tennyson? Now I've seen everything." Max muttered in disbelief.

More figures then exited the portal with Kyle and Kayla emerging next followed by Kosta, Trey and Stan.

FLASH! THWOOSH! BZZTT!

"Well, It looks like the cavalry and Stan have arrived," Max observed with awe before one of the monitors images changed to Paradox's face.

"Greetings. Maxwell Tennyson. My name is Professor Paradox. And I am sure you have a lot of questions that you want answering from this matter and it's good to see you again." Paradox replied having arrived back in his laboratory.

"I know what the situation is like Paradox. Eon has come back and he's going to make his endgame move after years of planning behind the scenes. Am I right or not?" Max carefully questioned Paradox as Young Ben and Young Gwen listened on.

"That is correct, ever since we last met each other following the destruction of the Hands of Armageddon all that time ago. I informed you of a set of specific words that you are to tell Stanley when the time is right." Paradox recalled that moment.

"What specific words?!" Young Gwen asked in confusion as Young Ben had no idea what to say.

Grinning slightly, Paradox jokingly stated, "You'll know when the time is right. Now I have other people to contact, so please follow the instructions of Logan, Ali, Trey and Kyle."

Paradox's face then vanished from the monitor as Max continued looking for a way to deactivate the bio collars with Young Ben and Young Gwen lurking near him.

With the other group...

SMACK! CRASH! WHAM!

A Chronian soldiers head was buried against the metal floor of the ship as Kevin who was transformed as an armoured version of Four Arms withdrew his fist back.

"So how easy has this been so far? Pretty easy." Four Arms Kevin snarkily joked as Ali then slammed the back of her cape into a Chronain guard who was toppled onto the floor.

WHOOSH! SMACK! THUNK!

"You're right bro. These Chronian mooks are pretty easy to beat. It's like there cannon fodder for us to wipe out almost as if some kind of person is writting us in these situations." Ali mused breaking the fourth wall.

"I think that might exactly be possible considering Kyle's backstory and the nature of Bella." Older Gwen pointed out transformed in her Anodite form.

A Chronian soldier attempted to attack her from behind but a mana ball of flammable heat then slammed into the back of Chronian soldier.

THWOOSH! BLAM!

"ARGH! MY BACK!" The Chronian soldier screamed out as Gwen then turned around and knocked him out with a standard mana blast.

WHOOSH! BLAST! THUD!

"Thanks." Gwen complemented Ben who was transformed into an alien known as NRG.

NRG is a humanoid alien who is made of pure radiation that dons a large and bulky containment suit with the Ultimatrix symbol present in the middle of his chest.

"Glad to help out." NRG Ben stated in a Russian accent before he remarked, "This mission is far too easy. I hope some kind of challenge occurs soon."

Ignoring Ben, Ali then asked Paradox, "Paradox. Are we near the control room yet?"

"Yes, you are rapidly approaching the control room area for this vessel." Paradox told the group.

"Good, thanks Paradox." NRG Ben thanked him.

Meanwhile with Trey and Stan...

ZAP! SPARK! THUD!

Shocksquatch Stan used his electrical energy to zap an elite Chronian soldier as he collapsed onto the floor knocked out.

"Eh... Elite Chronian mooks are not very effective." Shocksquatch Stan taunted his beaten foe.

ZAP! SMACK!

Another Chronian soldier attempted to attack Shocksquatch Stan from behind only for a purple orb of physic energy to encase the Chronian upwards before...

CRUSH! THUD!

The Chronian was squashed to pieces as Trey was transformed into a Mewtwo with an Ultimatrix symbol in the middle of his chest as he brushed his hands aside once the Chronian was beaten.

"That was far too easy dumbass." Mewtwo Trey spoke with a thick and echoey voice floating near Shocksquatch Stan.

"Eh, Mewtwo always creeped me out in Smash Bros Melee. No denying he isn't awesome but slightly brutal though eh." Shocksquatch Stan spoke to Mewtwo Trey.

"I take it you try to avoid killing people?" Mewtwo Trey questioned Shocksquatch Stan.

"Of course I do. Sadly I was pushed to my breaking point when Kevin 11 showed up again for the second time. Thankfully I was able to spare him and not make the situation worse." Shocksquatch Stan admitted not using his catchphrase like he normally would have been ashamed of turning into a monster that day.

Placing his hand on Shocksquatch Stan's soldier, Mewtwo Trey then remembered the incident with Apocalypse and how he had no choice to kill him before he stated, "I've been pushed to situations like that as well. Take this purple bastard named Apocalypse. Years ago he ruined my version of Bellwood and during the final battle I had no choice but to kill him because he was too big of a threat to keep alive."

"I'm sorry to hear about that. There have always been examples of people like us having no choice but to kill the bad guy in insane situations if we have no other choice." Shocksquatch Stan suggested back before he asked Mewtwo Trey, "So do you think we have to kill Eon or lock him up somewhere Trey?"

"I'm not sure. Terra's still around as a villain in my reality, but I just don't know Stan." Mewtwo Trey stated when...

WHOOSH! ZAP!

A purple blast of energy then narrowly missed the two aliens as more Chronian soldiers with a Chronian elite leading them charged down the corridor.

Both aliens then nodded to each other before they ran back into combat.

At the same time with Kyle, Kayla and Kosta...

A light blue aura surrounded a wooden crate before it was hurled at a Chronian soldier.

BZZTT! WHOOSH! SLAM!

The Chronian soldier was knocked onto the floor as a Chronian executioner wielding a large axe then attempted to attack Kosta.

"You Mobian runt! Why won't you just die?!" The Chronian executioner raged angrily at Kosta who had transformed into a white Mobian hedgehog who had gold eyes and tan skin.

The yellow Omnitrix symbol was in the middle of the Mobian's chest who also two large spines on the back of his head with five distinct spines at the front of his head.

Rolling his amber eyes, the hedgehog known as Silver then dramatically declared, "It's no use!" Before he aimed his hand at the energy axe with his psychokinetic power, before he hurled the axe and pinned it into the wall.

BZZTT! WHOOSH! THUNK!

The Chronian executioner then attempted to ram Silver Kosta down only for a large grey furry blur to tackle the Chronian onto the ground.

WHOOSH! SLAM! CRASH!

The alien, in turn, was Kayla who had become a fusion alien hybrid known as Blitzmutt.

Blitzmutt was a combo alien platter of Wildmutt and Loboan alien known as Blitzwolfer.

Blitzmutt had pink eyes, a wolf snout, black and grey fur, with a body that was Wildmutt's along with Wildmutt's respective gills and bushy wolf tail with quills also growing out of her back.

The pink Biomnitrix symbol is in the middle of her furry chest.

"You're not harming Kosta!" Blitzmutt Kayla savagely growled at the Chronian executioner who struggled to get the fused animalistic alien as she slashed and attacked him widely.

SLASH! CLAW! THUD!

Unable to keep Blitzmutt Kayla off him, the Chronian executioner was clawed and scraped until Blitzmutt Kayla managed to make him knocked out.

"I think you got him, Kayla." Silver Kosta told Blitzmutt Kayla.

Sighing slightly, Blitzmutt Kayla then licked her paws before told Silver Kosta, "I was just worried about you guys getting harmed. Were a team that sticks together."

"Okay, so where's your brother then?" Silver Kosta then questioned Blitzmutt Kayla.

A large fireball exploded in the distance as a Chronian soldier tumbled across the floor whilst two others fled the area before they were encased in seed vines that trapped them.

WHOOSH! BLAM! Rumble... CRACK!

Kyle then skidded around the corner transformed into a plant alien known as Swampfire.

Swampfire was a humanoid alien who had a green and black coloured body with an orange flame patterned head and root-like feet with bright red eyes.

The red Ultimatrix symbol was in the middle of his chest.

"How's it going?" Swampfire Kyle asked the two aliens.

"Doing good bro. We should get moving." Blitzmutt Kayla suggested.

"Ultima, how far are the prison cells from here?" Swampfire Kyle questioned Ultima.

"Right around the corner. Ali and the others are rapidly approaching the control room whilst Trey and Stan are en route to the prison complex." Ultima replied.

"Okay, but before we go, I got one thing to ask." Silver Kosta questioned Swampfire Kyle.

"And what is that? We have a mission to do." Swampfire Kyle hotheadedly replied.

"Why did you talk to Trey like that earlier?" Silver Kosta asked Swampfire Kyle.

"Well... Screw it. Stan is a half Saiyan hybrid." Swampfire Kyle told the other two.

"Wait, what the hell?!" Silver Kosta muttered in shock as Blitzmutt Kayla's jaw quite literally dropped.

"I know it may sound simple but for us... But what I'm worried about is how the rookie is going to react considering how young he is." Swampfire Kyle told the two.

"But he isn't muscular and doesn't have golden hair half the time like Trey does when he becomes Goku as a Super Saiyan." Silver Kyle pointed out slightly confused.

"You're right bro. Let me tell you two a good theory to support this. So when I was tampering with Stan's Omnitrix, I noticed at the time some odd cells which I didn't pay attention to. I believe that right now Stan's Saiyan DNA has been dormant whilst his Human DNA is more active right now. And as time goes on, Stan's Saiyan cells will slowly unlock and make him more Saiyan like Trey formerly was." Blitzmutt Kayla scientifically explained.

"That does make a lot of sense, Considering that as children get older they do unlock more features from their dormant DNA. Take Kyle for instance, when he unlocked his Ultimate human form, he discovered his dormant Mobian powers for the first time." Ultima reminded the group.

"But the big question is, what happens if Stan ends up getting a Sayian DNA sample from me or Trey?" Swampfire Kyle eagerly pondered.

"I don't mean to interrupt this science lesson. But we need to get going asap." Silver Kosta reminded the group.

The three aliens then ran off around the corridor towards the prison complex.

Meanwhile back with Eon and Ozymandias...

Eon and Ozymandias were currently standing on a large balcony in a gigantic hangar where thousands of Chronian soldiers were standing on the ground below with twenty to thirty Chronian warships ready to invade the other dimensions in the Omniverse.

"HAIL LORD EON AND LORD OZYMANDIAS!" The thousands of Chronian soldiers blared out loudly like a mass cult.

"Thank you! Thank you! Now my loyal army." Eon coughed out before he leant over the balcony and dramatically stated, "Today marks the beginning of a new era! Today the Chronian race shall no longer be an extinct failure for thousands of generations!"

There were loud cheers and applause before Ozymandias then loudly declared, "The end of the Omniverse is upon us. Soon our righteous armies shall rise and take over each dimension by ensuring that any Omnitrix and Ultimatrix user is purged from existence or they either join us and serve us in our army!"

Even more cheers and applause shook the chamber before Eon then decided to finish the speech by saying, "And you can be a part of our righteous crusade beginning tonight! Because right now we are going to begin the invasion! So who's with me?!"

"WE ALL ARE!" The Chronian soldier's shouted back.

"Excellent! Then let the invasion begin!" Eon bluntly declared before he ended up laughing loudly as the invasion armada began leaving the command vessel with Chronian soldiers filling into ships that could store hundreds of them.

"A truly glorious sight isn't it Eon?" Ozymandias questioned his good friend who slowly calmed down.

"It is. Now then, we should prepare for our final phase of the plan." Eon reminded his key ally.

A Chronian soldier then ran behind Eon and Ozymandias before he kneeled and stated, "My Lords. I have good news, Paradox has launched an assault with his team and the groups are en route to rescue the trapped prisoners."

"Excellent! Just like we planned, now then... Ozymandias, I'm placing you in charge of the Omni-Tower to ensure our staging ground for the invasion is held. I believe that the non-wielders will head there with Logan and Ali leading the group whilst the Omnitrix and Ultimatrix wielders will confront me. Well, It's a good thing, I've prepared for this." Eon rambled on.

"Of course, you did construct an arena made of Katchin in your dimension did you not to ensure that you would have the upper hand correct?" Ozymandias questioned Eon.

"Yes, I did... Now another thing that must be made important. This may be the last time we ever see each other." Eon sadly muttered to Ozymandias.

"We knew that in the ultimate demise of your death, the Chronian army would fall apart and that I would be sent back to my timeline correct?" Ozymandias asked Eon.

"That is the unfortunate truth. Paradox knows that once I die, my actions would ultimately revert to normal with my invasion never happening due to the severity of the time loop that technically I am one. So goodbye my old friend." Eon sadly stated shaking the hand of his partner in crime.

"I feel depressed about this. But I have the utmost hope you will win against the children." Ozymandias replied as the two shook each other's hands.

"Hey, if we don't see each other again. It's been one hell of a ride." Eon happily pointed out before the two then ultimately bid farewell.

Turning around, Eon then created a purple time portal with his hands before he stepped into it.

FLASH! THWOOSH! BZZTT! ZAP! SPARK!

The purple time portal then vanished while Ozymandias boarded a transport vessel that took him to Omni-Tower.

At the same time back in the prison cells...

"HOLD THIS DOOR SHUT AT ALL COSTS!" Logan shouted out to the group of eight pressing his hands against the door at all costs.

Having managed to beat all the Chronian guards, the group of eight were now pressed against the back of an industrial steel door as several Chronian executioners attempted to get into the chamber by breaking down the door.

"You can't hold this door forever! We will get in shortly!" An axe crazy Chronian executioner loudly yelled.

"Screw you prick!" Ellie angrily shouted back in response having slid on her back holding the door.

"Don't agitate them, Ellie! That's a stupid idea!" Older Ben called back leaning against the back of the wall with Aubrie near her side.

"Less talking the lot of you, more pushing!" Max then ordered everyone with Young Ben and Gwen near him as a trinity.

Uniting as a singular force, the group were slowly pushing against the door as the Chronian executioners continued ramming down the door.

THUNK! SLAM! CRASH! THUNK!

"We can't hold this forever!" Gwen shouted as the group was slowly struggling to keep the metal door.

SNAP! CRACK!

The metal door began straining as the Chronian executioners prepared to invade the chamber when...

BEEP! CLAMP! THUNK!

The bio collar that was around Logan's neck then fell off and crashed onto the ground.

Shocked, Logan briefly stepped away from the door and traced his hands around his neck before he called out, "Guys, my bio collar is gone!"

BEEP! CLAMP! THUNK! BEEP! CLAMP! THUNK! BEEP CLAMP! THUNK!

The remaining three bio collars on Older Ben's, Aubrie's and Ellie's neck then deactivated and landed on the metallic floor.

Immediately, the powers that the teenagers had come back to them as Max, Young Ben and Gwen quickly scampered away and took cover.

Skurd remorphed and covered Aubrie's body briefly as his DNA and powers were reactivated.

Older Ben's Ultimatrix glowed green as he stepped back and prepared to transform into an alien.

Ellie's vampiric powers were restored as her cat-like eyes slowly came back in her pupils.

And lastly, Logan stood upwards as shocks of electrical energy zapped around his arms.

ZAP! SPARK!

"You three might want to stand back. This may get ugly." Skurd warned Max and the kids.

"We'll help if we can, good luck!" Max called back as the three crouched down.

Creak... GROAN! BOOM! WHAM!

The large door then exploded as six bulking Chornian executioners walked into the room each one holding a massive energy axe.

"Well... Well... Lord Eon wants you lot killed for good so you don't get in the way of his plan. I'm looking forward to this." The biggest Chornian executioner taunted the group.

"You want us? Then come and get us, you shit heads. Everyone attack now!" Logan bravely called out as the four teenagers charged into battle.

"For Lord Eon!" The Chronian executioners shouted back as they stomped over to attack the teenagers.

Smirking confidently, Logan sprinted towards one of the executioners and jumped upwards over the battle axe which narrowly missed him.

WHOOSH! CLANG!

Logan then morphed his hands into blue electrical cannons and zapped the Chronian executioner with electrical energy.

ZAP! SPARK! WHIRR! BLAST!

Logan then demorphed his hands back to normal before he leapt upwards and delivered a flying side kick to the Chronian's face knocking him out.

WHOOSH! SMACK! KICK! KA-THUD!

As Logan sprinted on, Skurd had morphed Aubrie's arms into a large Diamondhead battle-axe as the Chronian executioner fighting her slammed his battle-axe right at hers.

WHOOSH! SLASH! CRASH!

Gritting her feet onto the ground, the Chronian executioner attempted to overpower Aubrie before he mocked her, "You're nothing without the slimebiote girl!"

"His name is Skurd and my name is Aubrie, you Chornian piece of crap!" Aubrie shouted back as she then slammed the Diamondhead battle axe onto the Chronian one shattering it into many metallic pieces.

WHOOSH! SMASH! CLANG!

"But how!?" The Chronian executioner shouted in shock before Skurd then declared, "Goodwill always triumph over evil!"

The Chronian executioner then threw the remains of the weapon on the ground as Skurd morphed Aubrie hands into a pair of armoured energy guns that then fired several times.

WHOOSH! ZAP! BLAST! CLANG! BLAM! THUD!

"HELLSING!" Ben shouted out as he transformed into a large black demon who had green and black colouring across his body with the Ultimatrix symbol in the middle of his chest as the green light faded away.

BEEP! FLASH!

"What the hell is that thing?!" A Chronian executioner shouted in shock as Hellsing Ben smirked darkly and flashed out his fangs, "You're worst nightmare. RARRGHH!"

The Chronian executioner's eyes widened in fear before he ended up fainting stunning the demon alien as the axe landed near Max and the kids.

WHOOSH! THUD! CLANG!

"Well, that was anti-climatic." Hellsing Ben disappointingly joked crossing his arms in annoyance before he transformed back to normal in a flash of green light.

FLASH!

THUD! THUMP!

Two Chronian executioners corned Ellie against the wall with the vampire girl smirking slightly.

"You're a trapped vampire. It's two against one." One of the Chronian executioners warned her.

"Yeah... I don't think so." Ellie sarcastically replied as she then jumped upwards and landed on the ceiling using her vampiric grip.

The Chronian executioners attempted to slash Ellie who was clinging to the roof but the vampire then leapt onto the back of a Chronian executioner before she slashed the back of his neck with her sharp claws.

WHOOSH! SLASH!

"Gah..." The Chronian executioner groaned in pain before he slowly walked forward and crashed onto the ground having lost his blood supply with Ellie landing on the ground.

"Impossible?! How could I be the last Chronian standing?!" The last Chronian executioner muttered in shock as the four teenagers regrouped together.

"Were a team. You're just an army of faceless failure." Logan bluntly told the Chronian executioner before something heavy smacked the back of his head.

WHOOSH! CLANG!

The Chronian executioner barely had time to say anything as his eyes slowly rolled out before he tumbled onto the ground beaten as Max, Young Ben and Gwen holding an energy axe walked forward.

"And you don't mess with the good guys." Young Ben cockily pointed out as Gwen shrugged and stated, "Nice work."

"So now that's done, we should find the escape pods and get out of here." Max suggested to the group before he pointed out, "Unless anyone has another good idea?"

"Well, we do need to find the other group that Paradox has sent so we can all work to beat Eon as a large group." Logan reminded Max.

"Of course, there was a group with the other Ben. I can't believe I just said that." Max realized having never thought he would say those words.

The combined group then ran out of the holding cells and down the corridor before Paradox's voice chimed through Older Ben's Ultimatrix.

"Logan, Max. I need you to regroup with Kyle's team and the others so I can explain our strategy to beat Eon." Paradox explained to the group.

"We will, we just need to find the others..." Logan stated just before he skidded into Kevin as both groups finally came into contact with each other.

CRASH!

The two then tumbled onto the floor respectively.

"What the hell?!" Kevin grumbled out in annoyance as Kosta ranted out, "What jackass decided to run into me?!"

Ali, Older Gwen, and the other Older Ben then ran around the corner and froze when they saw the other group.

"Woah! Who the hell are you lot?!" Ellie then asked the members of Kyle's team had not previously met them.

"Were team Tennyson and Paradox sent us to find you guys!" The other Older Ben explained as Ali leaned down and help up Kevin with Kosta slowly getting back up on his feet.

"Okay, so let me get this straight. You're Kevin, I guess, you're the older version of Gwen and you're the other version of our Ben and you're Ali, is that not correct? And why do each of you all look so different?" Logan then questioned everyone in Kyle's group.

"You're right. It is a very long story that involves us trying to fix Kyle's Ultimatrix with a DNA altering device which ended up exploding. The resulting explosion also caused us to undergo significant mutations and Kyle's Ultimatrix device becoming alive." Ali quickly explained to the others.

"Did all that just happen?" Young Ben whispered to young Gwen who shrugged back in response not knowing the full story.

"Well I don't mean to be rude to all of you, but we should all get moving together as a group if that's alright Ali is it?" Max then carefully asked her.

Looking at Max, Ali smiled before she told him, "Heh, you're just like the Max from our reality. Kyle looks up to you as a father figure."

"Oh... Well even though I never knew Kyle, I'm sure he's a wonderful young man." Max positively responded not sure what to say.

"Right, we should all get a move on. " Aubrie then suggested to the large group of fourteen people as Skurd stated, "Quite right my dear."

The large group of fourteen then ran off down the corridor with Logan and Ali leading the way.

"So Ali, where's Trey and the others?!" Logan questioned her.

"They split off in a separate group. We'll meet up with them shortly." Ali remarked back to Logan.

"Huh... It's like staring into a mirror." The older Ben from Kyle's dimension jokingly stated as his nearly identical counterpart.

"We even have the same Ultimatrix and clothing. How cool is that?!" The other older Ben from Trey's dimension also grinned out loudly.

"Hey don't forget about me as well, there's technically three of us!" The young Ben from Stan's dimension eagerly pointed out.

"I can't believe I have to deal with three versions of Ben now..." The older version of Gwen muttered in annoyance and disbelief.

"Same here... I guess some things never change." The younger version of Gwen pointed out.

"So what's your name?" Kevin questioned Aubrie and Skurd.

"I'm Aubrie Rose." Aubrie replied with Skurd happily declaring, "I'm Skurd, it's a pleasure to make your acquaintance."

"So, what do you think of this whole situation, Ellie?" Max then questioned the young Vampire.

"I've seen a lot of crazy stuff, but this I think tops everything I've seen so far." Ellie honestly admitted as the group then continued sprinting down the corridor.

At the same time with Eon in his private dimension...

The various circular black blobs with the purple colour grading floated in the background as Eon quietly stood on a metallic platform which was positioned to overlook a gigantic rocky arena which had been constructed from the Katchin metal.

"At last, the arena that I specifically created to train my powers will be used to my advantage meaning that I will hopefully win." Eon nervously mumbled under his breath having crossed his arms.

Eon then couldn't help but think about the events that had occurred by thinking, _"I will admit this. I have come so far in my plan but so close to victory. Just how much more effort must I put into my righteous crusade until I win?"_

"I can answer that if you like." Paradox's voice then told Eon.

Slightly shocked, Eon turned around and spotted a grinning Paradox staring back at him.

"What do you want you foolish old man?!" Eon warned Paradox with his right arm being covered by his Time Split cut.

BZZTT! ZAP!

"I merely want to talk about you. After all, considering the rough past you have had. I thought it would be good to share some light on the subject." Paradox cryptically informed Eon.

Curious, Eon retracted his Time Split cut attack and asked Paradox dumbfounded, "You wish to know about my past?"

"Of course. I wish to understand why an innocent Half Sayian child who didn't know about his heritage could become such a tragic monster." Paradox questioned Eon.

Frowning slightly, Eon then sadly rambled on, "Well... It all started with Vilgax, as you know he tried numerous times to acquire the Omnitrix over my long life. Until one day everything changed... Vilgax had launched a plan where he convinced thousands of people around the universe to worship him as a god called Diagon. I don't recall much but all I know is that Vilgax personally showed up and killed my entire team, friends and family to break me. And it worked alright, it certainly worked... And then the Chronian race found me and then I knew the truth since I had nothing left... I cast aside my identity as Stan Hopkins and became Eon, the overlord of the Chronian race who has a mighty army to do his bidding."

"But was it worth it? Casting your heroic identity aside to become a false god?" Paradox told Eon the cold-hearted truth.

Grinning darkly, Eon then psychopathically stated, "Of course it was! By throwing aside my petty former self, I've become a stronger and greater person! Hell, I even strangled Vilgax by his tentacles something that no other Omnitrix wielder has even bothered to do! Is that not incredible?"

Shaking his head in disbelief, Paradox disappointingly said, "No your very actions are despicable and pure evil like so many other villains I have seen over my lifetime. And yet I do have a bit of sympathy considering your backstory."

"I do understand that. But I'm afraid that the problem is that I can no longer return to be my past self considering the existence of my younger and naive counterpart. Plus I simply enjoy being an evil overlord." Eon truthfully admitted.

"I see. Well, do prepare for the short time you have left. The combined group of Omnitrix and Ultimatrix wielders will be arriving very shortly." Paradox told Eon before he vanished in a flash of blue light.

FLASH! THWOOSH! BZZTT!

"Tch, foolish old man. Just wait until he sees the hidden ace up my sleeve and once the children arrive... They will soon be overwhelmed and annihilated by my monstrous power. But first... What pose should I do when I greet the group at last?" Eon rambled on to himself.

At the same time with the Omnitrix and Ultimatrix wielders...

SMACK! WHAM!

A Chronian soldier was sent hurling against the wall as Trey now wearing his Arsenal costume slowly retraced his large stretchable arm before he confidently muttered, "I'm feeling bored. These Chronian's are far to easy to beat."

WHOOSH! THUNK!

Dodging a Chronian's energy sword, Stan then moved fast and ended up dodging the blade.

WHOOSH! ZIP!

Just before he shoved the Chronian onto the floor in response with his arms by using his strength.

SHOVE! THUD!

"Woah! That was unexpected for someone of my age!" Stan mused in shock looking at his hands.

The Chronian soldier then attempted to get up before Trey knocked him out and realized something.

 _"Oh boy... It seems like Stan is starting to discover his true power... I'd better calm him down..."_ Trey decided as his Doppelganger outfit reverted into his bloodstream.

"Do you know what just happened to that mook there? I just literally ran fast and shoved him over. I..." Stan rambled on before Trey placed his hands on Stan's shoulders.

"Hey, calm down okay? I think that maybe you just stunned him because he was a crap mook." Trey jokingly lied to Stan not telling him the truth about he was.

Oh sorry to interrupt this again, but I just thought I'd explain the context.

You're probably wondering the reason for this, aren't you?

Well, I didn't know this then but Paradox and Eon had plans to use me so that I was in the right place at the same time.

You'll find out very soon, so back to it.

"I mean I guess it makes sense? Anyway, we should find the others." Stan reminded Trey as the two walked around the nearby corner.

A familiar blonde-haired Mobian then rolled across a ball on the ground with a Chronian soldier face first nearby with Kosta and Kayla having changed back to normal.

"Oh, there you two are. We've been looking for you both Seraguson and Hopkins." Kosta informed them as Kyle deactivated his Mobian powers.

"Hey, Paradox did want us to split into groups." Trey reminded him as Kayla then snarkily joked, "I'd say it's pretty obvious."

Before Kyle could reply, Paradox's voice then chimed through the Omnitrix and Ultimatrix's by saying, "Apologies for interrupting, but you are very close to your allies. My calculations detect they are on the opposite side of this wall."

Kyle grinned slightly as he walked over to the wall whilst Stan then decided to try the logical route, "Okay... I guess there should be an access door around here..."

SMASH! CRUMBLE!

Kyle then punched down the wall with Humougnousar arms with Stan jumping back in shock.

"There problem solved!" Kyle snarkily told everyone as Ultima pointed out, "That saved us a lot of time."

"Seriously? Do you always have to resort to mindless violence, Kyle?" Stan arrogantly questioned him.

"I don't use violence all the time, but I do plan when fighting rookie. Now let's go, everyone." Kyle dismissively replied.

With Kyle leading, Trey and Kosta followed on as Kayla walked over near Stan.

"No offence, but your brother Kyle can be hotheaded at times," Stan whispered to Kayla.

Kayla grinned slightly before she said, "Don't worry, Kyle may be like that. But he cares a lot about his family and friends."

"Do you want to know what I find ironic Kayla?" Stan then realized something before he explained, "Turns out that before we each found the Omnitrix, we all ended up coming into contact with the Tennyson family in some way. For me, it was a long term friendship I had with Ben. But what about you?"

"Well, Kyle arrived near the Rust Bucket and met Ben, Gwen and Max first before he found the Omnitrix which he wanted to give to Ben. What about you?" Kayla told before he questioned Stan.

"Me? I wanted to take a break from Ben and Gwen arguing and I just found the Omnitrix in the crater after it tried to blow me up. Heck, I still remember seeing it for the first time with the eerie green light from the pod. And yet... it's as if something was nagging at the back of my brain to get it. I don't know why." Stan honestly admitted.

"Maybe it was destiny," Kayla jokingly suggested back as Kyle, Kosta and Trey listened in on the conservation.

"So, do you think we should tell Hopkins about who he is?" Kosta then questioned Kyle and Trey.

"I've been thinking that maybe we should because it's the right thing to do." Trey then suggested.

"Of course, we should..." Kyle began before he stopped walking.

At the other end of the corridor was a large open hangar where the other group of fourteen was present as a massive grin appeared on Kyle's face.

"Paradox, we found everyone." Ultima informed Paradox who replied, "Excellent, I'll be arriving shortly."

"Huh? Why did we stop?" A curious Stan questioned Kyle moving forward.

"See for yourself, Stan." Trey happily told him as he spotted the silhouette of Max.

In the other group, Logan and Ali slowly stood aside as Young Ben, Young Gwen and Max moved forward when they spotted Stan.

His eye's widening in surprise, Stan then muttered in joy loudly, "No way! UNCLE MAX, BEN, GWEN!"

"STAN!" The group that knew Stan the most sprinted forward with the group reuniting.

"Oh thank goodness, you're alright Stan!" Max embraced Stan hugging him tightly with Young Ben and Young Gwen joining on the reunion hug.

"Don't worry, I was more than capable of handling myself. Nothing is going to split us apart again!" Stan joyfully declared.

"I've missed you a lot man!" Young Ben happily declared with Young Gwen saying, "I feel the same way."

The other members of Kyle's group then began interacting with Kyle, Kayla and Kosta whilst Trey reunited with Ellie with the two hugging each other happily.

"I'm just glad you're okay babe," Trey replied lovingly gazing into her brown eyes.

"Same here, l love you so much, honey," Ellie stated staring into Trey's light gold eyes.

Moving away from Ellie, Trey then spotted Aubrie, Skurd and his version of Ben.

"Ben! It's been a while hasn't it?" The teenager questioned Trey who replied, "Yeah, it has! Nice to see you again, Aubrie and Skurd."

Turning around, Trey then saw Logan as his expression changed.

"Hello, Trey. I wasn't expecting to see you again so soon." Logan sarcastically told Trey.

"Not now Logan, I know you're unhappy with me because of what I did to Charity and your family. But we have a bigger problem right now." Trey bluntly told Logan.

"Oh really? Sometimes I think you're the problem jackass considering how much bad stuff you've put us through. Hell, I wouldn't even be surprised if this new Eon was..." Logan angrily ranted.

"Listen, Logan! I'm not responsible for this version of Eon okay?! I'm just trying to do the right thing." Trey then warned Logan who scowled back.

"We'll talk about it another time." Logan bluntly pointed outcrossing his arms.

Older Ben (Trey) then intervened by saying, "Getting angry isn't going to help anyone!"

Knowing that his version of Ben was right, Trey then admitted, "Look, everyone, I'm not in the mood for arguing. Plus I was kinda being a cocky asshole. But how are Charity, Victor and Marian doing Logan?"

"They're safe from Eon. But Charity wants to have a long talk after this whole mess is over. And yeah, I'm sorry for getting annoyed Trey. I just wanted to let out my anger." Logan honestly admitted.

Kyle then left his group and walked over to Logan's group and questioned him, "Why were you arguing with Trey like that Logan?"

"It's a long story, Kyle. I'd be complicated to explain every single event that has occurred now." Logan casually replied.

FLASH! THWOOSH! BZZTT!

A large blue time portal then opened up as Paradox slowly emerged from it before he told everyone, "Ah at last. Everyone is now together. Please come into this time portal so that we can get back to my laboratory."

The leaders of the individual groups then led everyone into the time portal as Paradox then realized something, _"This is going to be a long explanation for everyone..."_

Paradox then walked into the time portal before it slowly closed off.

Almost ten minutes later back in Paradox's laboratory...

"And that is the full explanation for the plan to beat Eon. Does anyone have any questions?" Paradox questioned the large group of twenty who were all sat down on various tables that had been designated for each group.

"Yeah, I do. Why hasn't Eon taken the time to attack us with his Chronian forces?" Older Gwen asked him.

"Ah, the reason for that is because Eon is currently preparing to invade other dimensions to conquer them so he wouldn't be focused on us." Paradox casually asked her back, "Now any other questions?"

"Yeah, I've got one." Young Ben then asked him, "Will we remember anything about this event?"

"Well, it depends on the severity of the nature of the time paradox. Say for example due to the presence of three Ben's and two Gwen's which is a paradox of itself, I believe that you will have a higher chance of not remembering about these events. Another possibility is that you may technically remember the event but you're memories are suppressed. That may be the case." Paradox warned everyone.

There was then a large chorus of chatter in the laboratory from everyone before Paradox called out loudly, "Could everyone one be quiet please?"

Everyone then went quiet as Paradox then stated to everyone, "Now then... With everyone gathered. Are you all ready to beat Eon?"

There was a large chorus of cheers as the groups then began splitting up from the tables.

With Kyle's group...

Moving away from Ali having kissed her, Kyle confidently told her, "Best of luck fighting Eon's forces, We'll let you know what happens after we beat Eon, Ali."

"I know you will. You always do, Kyle." Ali happily remarked back as the two looked at the other members of their group.

Kevin and Older Gwen were hanging around together as Ali and Older Ben (Kyle) were wishing each other good luck.

"Take care, Ben." Kevin said, placing his hand on Older Ben's (Kyle) shoulder as he eagerly said back, "Thanks, Kev. Once we beat Eon, we'll play some Smash Bros if you'd like."

"I'd appreciate that Ben. I really would." Kevin jokingly remarked back as Kayla hugged Older Gwen.

"You go out there and be an awesome Anodite okay?" Kayla encouraged Older Gwen who replied, "Thanks. Best of luck fighting Eon."

Kyle and Kayla with their version of the Older Ben then walked over to the where Paradox was standing near the Dimensional teleporter.

With Trey's group...

"I know it sounds tough, but it's the only chance we have at beating Eon," Kosta told Logan.

"End of the day, You'll beat this guy. So best of luck, Blake and the same goes for you, Trey and Ben." Logan told the three.

Moving over to Logan having kissed Ellie, Trey then bro fisted Logan who accepted it back before Trey then said, "Thanks for the support Logs. Good luck reclaiming Omni-Tower back."

"Same here for you beating Eon, Treez," Logan replied before he then moved back slightly.

Hugging Older Ben (Trey), Aubrie then complimented him by saying, "Kick Eon's ass, Ben." With Skurd declaring, "Best of luck Master Tennyson!"

"Thank you two, We should be able to handle Eon, but it's going to be one hell of a fight." Older Ben (Trey) then pointed out.

Ellie then moved behind Trey and whispered in his ear, "After you beat Eon. Why don't we continue the private time we had before we were interrupted?"

"I'd like that babe. See you soon." Trey eagerly replied.

Trey, Kosta and their old version of Ben then joined the other three near the dimensional teleporter.

With Stan's group...

"I can do this, you guys. Paradox said they needed every Omnitrix and Ultimatrix wielder to beat Eon." Stan reassured Young Ben, Young Gwen and Max.

"Good luck and take care." Young Ben said high fiving Stan who high fived him back.

"Just come back in one piece okay?" Young Gwen asked Stan who said back, "I will Gwen. The others will watch out for me."

"Oh, one more thing. Stan just do you're best and make sure you stay on your toes." Max advised Stan.

"I will, Uncle Max. I promise that we'll win." Stan told his group before he walked over to the Dimensional teleporter.

"You feeling okay, Stan?" Trey questioned him.

"I'm a bit nervous, but I know we'll win. Besides, we still have the secret person who should appear when everyone's together right?" Stan rambled on.

"You'll see." Trey eagerly joked back.

Moving near the controls for his dimensional teleporter, Paradox then questioned the group of wielders, "Are you all ready to face and beat Eon?"

The group of Omnitrix and Ultimatrix wielders all nodded together at the same time as Paradox then activated his teleporter.

FLASH! THWOOSH! BZZTT!

The group were then absorbed into the blue time portal with Paradox then telling the other group, "So are you all ready to stop Eon's invasion?"

At the same time in Eon's Dimension...

Standing calmly in the middle of his rocky arena, Eon had crossed his arms over his chest waiting patiently for the wielders to arrive when...

FLASH! THWOOSH! BZZTT!

A blue time portal then opened up as the group of seven walked out which then faded just as quickly.

"Well, Well. I see you've all finally arrived. Well done on getting this far." Eon complemented the group had turned around to face him.

"It's over Eon, we're going to curb stomp your ass just like we've done to all the other Eon's that has ever shown up," Kayla warned him glaring.

"Foolish girl. You have no idea what you're up against. And do you think that your mismatched group can beat me?" Eon nervously boasted out.

"You're kinda boring me. So let's just get on with the fight okay?" The older version of Ben from Kyle's dimension stated as the other older version of Ben declared, "Point taken."

Grinning, Eon then clutched out his arms and stated, "Well why don't I go first then?"

The dusty ground shook briefly as a purple energy aura surrounded Eon with his power level spiking slightly.

Rumble... Crack... THWOOSH!

A slight amount of wind howled off Eon as the Omnitrix and Ultimatrix wielders braced themselves with Eon confidently declaring, "Right now, I'm currently using ten percent of my power. Show me how mighty the saviours of the Omniverse are!"

"Saviours of the Omniverse huh? Now that's a good title." Trey jokingly replied before everyone then transformed activating their watches.

BEEP! FLASH!

Various flashes of coloured light covered the heroes as they all emerged transformed.

Kyle transformed into Metrion as her eyes glowed black with power.

Kayla had transformed into a fusion alien combo of Four Arms and Humungousaur who was known as Fourmungousaur.

She had Kayla's blonde pigtail and wore the pink Biomnitrix symbol in the middle of her chest.

Ben from Kyle's dimension had transformed into a Chronian alien known as Timesplitter.

Timesplitter has a green and black coloured armour scheme of Eon's armour and an overcoat with him wearing the green Ultimatrix symbol in the middle of his chest.

Kosta had transformed into a crystal alien who had purple silicon-like skin known as Chromastone who wore the yellow Omnitrix symbol in the middle of his chest.

The Ben from Trey's dimension had transformed into a version of Vilgax known as Gax who was identical to Vilgax with the green Omnitrix symbol in the middle of his chest.

Trey had transformed into a humanoid alien who had multiple green eyes known as Eye Guy who had the Ultimatrix symbol in the middle of a red and black belt he wore.

And Stan had transformed into the alien known as Rath as his Omnitrix beeped out, "Appoplexian DNA sample selected."

"METRION!, FOURMUNGOUSAUR!, TIMESPLITTER!, CHROMASTONE!, GAX, EYE GUY!, RATH!" Each wielder called out loudly.

"This should be fun." Eon cockily replied as Metrion Kyle then ordered the group, "Don't hold anything back everyone! We'll make this bastard pay for what he's done to us!"

The group of seven then charged towards Eon who smirked and also sprinted into battle.

Firstly, Rath Stan attempted to punch Eon several times but the Chronian took the full blows unscratched and calmly grabbed Rath's fist before hurling him into a stone pillar which collapsed into stone rubble.

WHOOSH! SMACK! PUNCH! GRAB! SLAM! CRASH!

Having dispatched Rath Stan, Timesplitter Ben (Kyle) then took the time to attack him with a purple Diamondhead mana sword with his left hand and firing green energy blasts from his right hands.

WHOOSH! BZZTT! BLAM! THUNK!

In response, Eon activated his Time Split cut and slashed the mana sword into pieces before he then kicked Timesplitter Ben onto the dirt ground.

WHOOSH! BZZTT! SLASH! KICK! THUD!

Timesplitter Ben quickly recovered and stood upwards as Eon mocked him by declaring, "You're a false Chronian child... Which one are you again?"

"Right behind you jackass!" Fourmungousaur Kayla then leapt upwards and crushed Eon with a massive haymaker punch as dust covered the area.

WHOOSH! SLAM! PUNCH! Rumble...

When the dust cleared, it revealed Eon using his left arm to grab hold of Fourmungousaur Kayla's punch.

"That was very impressive girl. You've made my power increase to a mere eleven percent." Eon taunted Fourmungousaur Kayla before he punched her in the gut with his right hand.

WHOOSH! SMACK! WHAM!

Fourmungousaur Kayla's four eyes widened in shock as she ended up being sent back and crashed onto the dust ground away from Eon.

WHOOSH! CRASH! THUD!

Enraged, Ben then slapped his Ultimatrix symbol and transformed into an ultimate alien.

Timesplitter Ben gained a few new features including a helmet that covered his body, a flowing green cape which replaced his overcoat with his chest gaining a new system with the Ultimatrix symbol gaining four spikes on it.

BEEP! THUNK!

"ULTIMATE TIMESPLITTER!" The evolved Chronian cried out before he aimed his hands together and fired out a massive green beam of time energy that could vaporise anyone.

"That's the spirit boy! At least you're trying harder!" Eon complemented Ultimate Timesplitter Ben before he placed then placed his index and middle fingers on his forehead.

WHOOSH!

Eon then vanished as the beam of time energy exploded on the dirt ground with a smoke cloud covering the area.

WHOOSH! BOOM!

"Where'd Eon go?!" Ultimate Timesplitter Ben called out in shock just before he emerged behind Ultimate Timesplitter Ben having charged up a purple ball of Ki in his right hand before he let it explode.

WHOOSH! BLAM!

Ultimate Timesplitter Ben was slightly injured and covered in dust with Eon slowly leaning down and grabbing hold of the evolved Chronian's helmet.

"How are you this strong?!" Ultimate Timesplitter Ben demanded Eon who chuckled back and stated, "I've studied all of the alien forms you have. Now perish you mortal."

Eon then charged up a Death Beam and attempted to fire it just before a fireball blasted Eon's back followed by a green laser beam.

WHOOSH! BLAST! THUNK!

Moving away from Ultimate Timesplitter Ben (Kyle), Eon dusted his shoulders briefly before he spotted Heatblast Stan and Astrodayctl Kosta who were both hovering in mid-air with Heatblast Stan on a flame cloud.

"Didn't forget about us did you?" Astrodactyl Kosta taunted Eon with Heatblast Stan quoting, "It's over Eon. We have the high ground!"

Eon then smirked darkly before he floated upwards from the ground using his Ki energy before he declared, "Foolish children, did you think I can't fly?!"

In response, Heatblast Stan fired some fireballs from his hands as Astrodactyl Kosta threw a yellow energy whip towards Eon.

Yawning slightly, Eon raised his power level by a small amount and grabbed hold of Astrodactyl Kosta's energy whip before he hurled it back towards to alien duo.

WHOOSH! BOOM! BLAM! GRAB! HURL! SLAM!

Astrodactyl Kosta ended up tumbling away as Heatblast Stan landed on the dirt ground and quickly recovered as Eon slowly looked down.

 _"I should start my plan to break down the children. Let's go with my younger counterpart first."_ Eon decided upon his plan of action.

Eon was about to float down to the ground when something tackled into him sending the two flying into another part of the arena.

WHOOSH! SMACK! KA-BLAM!

Eon quickly recovered and skidded onto the ground before he brushed aside his gloves as a new figure emerged.

The figure was a humanoid individual who was wearing a suit of green and black body armour with the Omnitrix symbol in the middle of his chest.

The other version of Ben from Trey's dimension had become a famous person known as Ironheart.

"You didn't forget about me did you?!" A metallic voice mocked Eon with the Chronain chuckling slightly.

"A metal man... How quaint." Eon replied as he raised his right hand and fired some purple energy blasts at Ironheart Ben.

Ironheart Ben quickly aimed his hands and fired out a pair of blue repulsor energy beams from both hands with both energy beams exploding.

WHOOSH! BZZTT! BLAM!

The beams exploded at the same time with Eon caught off guard slightly as he grinned before he rose his power even more whilst Ironheart Ben fired more repulsor beams in response.

Deflecting the repulsion beams, Eon then morphed behind and back kicked Ironheart Ben sending him tumbling onto the dirt ground.

"Now to focus on my main objective," Eon muttered as he focused his KI sense on Stan's energy signature.

Eon slowly walked forward as he then heard Trey call out, "And where do you think you're going?!"

Turning around, Eon then saw Trey wearing a full suit of red and black armour having morphed into his Doppelganger armour state whilst Metrion Kyle floated nearby with her cape and shirt now being a fully bright white colour having accessed her Soul Mode form.

"Now this is more like it. Truth be told I'm only interested in fighting you two." Eon truthfully admitted as he aimed his right hand and fired more purple energy blasts whilst his left hand fired Death Beams.

WHOOSH! BZZTT! THUNK! BLAM! BOOM!

Raising his arms, Trey used his Doppelganger powers and formed what could be described as an Upgrade shield which had red lines running across it that blocked the energy blasts and Death Beams with both of his hands.

"Kyle go up high!" Trey replied as he began firing laser beams from his orange eyes.

Nodding, Soul Mode Metrion Kyle floated upwards and shouted out her famous incantation, "AZARATH! METRION ZINTHOS!"

Bright coloured beams of Magical and Chakra energy were sent flying from Metrion Kyle's hand's with Trey also continuing to fire his laser beams from his eyes as his right hand fired out red KI blasts of energy.

BZZTT! CRASH! BLAM! WHOOSH!

Thinking quickly on how to block the energy blasts, Eon formed a purple shield around his body to minimize the damage he would take.

 _"Thanks for lending me your strength Raven!"_ Kyle mentally thanked one of the many independent personalities inside his head.

 _"You're welcome! Now let's get to work!"_ Raven thanked Kyle back with Ultima declaring, _"Right behind you!"_

"Let's push forward, Trey!" Soul Mode Metrion Kyle called out to Doppelganger Armour Trey as the two glanced at Eon who didn't move at all.

"Why don't we wait until everyone else shows up? I have an important announcement to make." Eon cockily replied as the other members of the team then showed up transformed in different alien forms.

Kayla had transformed into an alien known as Crashshocker who was a combination of an alien called Crashhopper and Shocksquatch who had the Biomintrix symbol around a belt she wore.

The Ben from Trey's dimension had transformed back into Gax whilst the Ben from Kyle's dimension had transformed into a metallic crab-like alien who had huge metal spider legs and large pincher's known as A.I.

Logan had transformed back into Spidermonkey whilst Stan standing near him had morphed back into Gadget Cat who was clutching onto his Omni-Wrench tightly.

"Everyone, stand down! I want to know what he has to say." Soul Mode Metrion Kyle ordered everyone who reluctantly did as she said.

"Thank you, Kyle. Now do any of you know who I truly am?" Eon questioned the group.

Most of the group were dumbfounded as a look of horror then came across Gax Ben's face before he muttered out, "Yes... I do."

"You do?!" Spidermonkey Kosta muttered in shock as the heroic aliens looked at him with Gax Ben stating, "Yeah, this isn't going to be easy for you all to hear... But..."

"Eon's true identity? Well, that wham moment you've all been waiting for is finally here. My true name is Stanley Hopkins!" Eon proudly declared smiling madly.

"WHAT THE HELL?!" Both Trey and Kyle shouted at the same time as everyone else stood frozen in shock and disbelief.

"Wait... You're me?! But... But..." Gadget Cat Stan sputtered in fear with Eon looking at him before he stated, "That's right! And you want to know the funniest part? They knew all along!"

"That's not true! I swear we didn't know!" Doppelganger Armour Trey begged Gadget Cat Stan having zipped closer to him with his enhanced speed.

WHOOSH! ZIP!

"What if you're lying?! I don't even know if you're telling the truth!" Gadget Cat Stan raged back as anger began taking over him as everyone else slowly moved closer.

"Rookie, Trey's right! We had no idea this version of Eon was quite literally you!" Soul Mode Metrion Kyle said trying to calm Stan down as Ultima pointed out, "The odds of Eon being a different person were highly likely."

Calming down slightly, Gadget Cat Stan was about to say something when Eon dropped another shocking revelation.

"They're quite right you know, but, I'll explain my backstory quickly. I used to be an older version of Stanley, but Vilgax essentially took everyone and everything I ever had which drove down a path of madness and insanity thanks to the power the Chronian race offered me. I soon took advantage of this and became ruler of the Chronian race whilst I ended up strangling Vilgax by his tentacles... It was glorious..." Eon briefly summarised his backstory to the group.

"That's messed up. I know Vilgax is an asshole but still... Sheesh..." Crashshocker Kayla mumbled out loudly.

"But we're still not done yet. They're hiding something else as well about you." Eon then told Gadget Cat Stan.

Facing Eon, Gadget Cat Stan then demanded an explanation by saying, "What do you mean?!"

"I'll let Serguason explain that to you." Eon cockily replied enjoying what was happening to his younger counterpart.

Angrily facing Trey, Gadget Cat Stan then flashed his canine teeth and muttered out, "Trey. You'd better tell me what's Eon's talking about."

Sighing sadly, Trey then decided to tell Stan the truth.

"Stan... There's no easy way to say this. But you're not a Human being. You're a half-alien hybrid belonging to a race of aliens known as the Sayians."

Gadget Cat Stan nervously stepped back before he transformed back to his normal self with his Omnitrix beeping out, "Warning, Omni-energy supply is low."

BEEP! FLASH!

Placing his hands on his head, Stan nervously muttered out, "No... No... No... That's impossible! I'm not a hybrid alien! I'm a living breathing Human! Just look at me for crying out loud!"

Eon smiled and crossed his arms proudly with Metrion Kyle then explaining, "Not all hybrid aliens look like us. Some look like regular people... Hell, I was in your position where I thought I was a regular Human being until I discovered my Mobian power."

"The same thing happened to me as well." A.I. Ben admitted sheepishly with Kayla saying, "And me too."

Trey then moved forward and tried to explain, "There's nothing wrong with being a half-Saiyan hybrid. The Saiyan race is a very powerful and mighty warrior race who have a lot of perks and benefits."

Feeling betrayed with rage and hatred, Stan's anger then exploded as his Saiyan nature briefly took over.

"Shut the hell up! Do you think I wanted to be some freaky alien hybrid that can change limbs or grow quills?! No, I never wanted to be like that! I just wanted to have a regular summer but instead, I ended up finding this stupid watch that can change me into aliens! And now I find out I am one because you lied to me?!" Stan angrily ranted at Trey who then saw something shocking.

Stan's bright blue eyes were now a blood-red colour that glowed slightly with no visible irises present with his sharp teeth glaring from his mouth.

"Stan! I'm sorry I lied to you, but Paradox told me to do that!" Trey tearfully replied feeling guilty for what he did.

"I don't who I can trust anymore! I thought you were a good friend, but you're just a double-crossing freak that only cares about yourself!" Stan angrily ranted as he slowly calmed down with his red eyes reverting to normal.

Tears leaking out of his blue eyes, Stan then declared, "I'm done. I don't care about this anymore. I'm going home."

Before Trey could do anything to stop Stan, he transformed into XLR8 and ran off into the distance leaving everyone else behind.

WHOOSH! ZIP!

Grinning slightly, Eon then created a purple time portal in the distance just as XLR8 Stan ran into it on purpose not caring where he was going which then closed.

FLASH! THWOOSH! BZZTT! ZAP! SPARK!

"One down. Six to go." Eon cryptically muttered under his breath as he faced the rest of the group before he declared, "I wonder who will be ne..."

Trey then used his enhanced speed and slammed Eon's face with a massive right hook using his Doppelganger strength.

WHOOSH! CRACK!

"GAH!" Eon grunted in pain as spit flew out his mouth.

"SHUT THE HELL UP!" Trey loudly ranted to Eon who ended up being sent flying into several nearby rocky pillars.

WHOOSH! SMACK! SLAM! CRASH!

"Nice shot Trey. Or should I call you Arsenal?" Soul Mode Metrion Kyle jokingly questioned the Doppelganger.

"I'm not in the mood for joking around anymore. It's personal now." Trey angrily ranted back at Metrion as the ground began shaking.

THWOOSH! RUMBLE!

A massive purple aura of KI energy was blasted away from the pile of debris as Eon screamed, "YOU DAMN CHILDREN! I WON'T HOLD BACK ANYMORE! RARGHHH!"

The arena began shaking violently as Eon finished his power up with a larger aura of purple energy surrounding him.

Chuckling darkly, Eon then told the group, "Right now I'm using twenty-five percent of my power. Let's see who falls to my righteous hand first."

Meanwhile back in Trey's dimension in his version of Bellwood nearly ten mins earlier...

The ruins of Bellwood were rather daunting as Chronian spaceships flew above the sky patrolling the ruins of the city.

FLASH! THWOOSH! BZZTT!

A blue time portal then opened up as the group of supporting allies came out with Ali and Logan leading the team.

"Alright, Paradox. We've arrived in Bellwood." Logan replied into his communication device.

"Excellent work, Logan. You must all proceed towards Omni-Tower. Once there you need to regain control of the facility from Eon's top lieutenant, Ozymandias and you will be able to abort the invasion."

"He named himself after an Egyptian Pharaoh? That's interesting." Young Gwen pointed out as Young Ben rolled his eyes.

"Let's go, everyone. And remember, stick to your designated positions." Ali reminded the group before she began giving instructions.

"Bro, you and Gwen stick with me," Ali told Gwen and Kevin whilst Logan told his group, "Ellie, Aubrie, Skurd, you're with me."

"Don't worry about us, we'll be just fine," Max told the other six before he remarked, "Now let's go!"

Everyone else then nodded before the combined group charged off into the war zone of the city.

At the same time in the Omni Tower structure...

In the control room, Ozymandias was sat down on Eon's throne drinking some Arcosian wine as several Elite Chronian soldiers and Chronian Executioners guarded him.

"My lord, our troop carriers are currently en route to other dimensions with Omnitrix wielders present. Eon was confident that we could even snag a dimension or two before a person finds one." A Chronian soldier informed Ozymandias.

"Yes, I believe that Lord Eon predicted that as time moves on, more wielders will emerge. Now we must ensure that the teleportation device remains active here or else..." Ozymandias explained before his eyes widened in shock.

Outside, one of the Chronian vessels plummeted towards the ground with flames and explosions tearing the superstructure apart.

The massive spaceship then crashed onto the ground with the explosion creating a huge shockwave of air and a large fireball which rippled across the sky.

WHOOSH! CRAKA-BOOM! Rumble!

"It would appear that unexpected trouble has arrived. Soldiers, I want you to secure the perimeter and wipe out those imbeciles at all costs!" Ozymandias ordered his Chronian troops.

"Of course, Lord Ozymandias!" The Chronian troops shouted as they all charged onto the street's below with Ozymandias looking out the building below onto the road.

On the road below the complex, Team Tennyson and Team Arsenal ripped the Chronian mooks apart.

Leading the charge, Logan unleashed electrical energy blasts from his hands whilst he occasionally opened his mouth and fired out piercing sonic screeches that sent Chronian mooks of all shape and size tumbling onto the ground.

Whilst at the same time, Ali sprinted forward and fired Ember Celica bullets whilst she also wiped her hair sending the Chronain mooks scattering across the street.

WHOOSH! SCREECH! ZAP! SPARK! WHOOSH! WHIP! BLAM! THUNK! BOOM!

Moving behind Logan and Ali, Kevin 11 2.0 and Aubrie charged forward using a different variety of alien powers to wreak havoc amongst the Chronian forces whilst Anodite Gwen and Ellie who was transformed into her true vampire form which was a large vampiric bat humanoid flew across the sky taking down aerial Chronian forces.

WHOOSH! BLAM! CRASH! BOOM! CRACK! WHAM! SLAM!

"Eradiko!" Anodite Gwen shouted out as pink mana blasts of magical energy blasted the Chronian soldiers into rubble whilst True Vampire Ellie used swarms of Bat's to wipe out the Chronian mooks scattering them.

"Fly my pretties fly!" Ellie cackled loudly enjoying the carnage she was causing to the Chronain soldiers as Kevin 11 2.0 hurled an Elite Chornian mook into a rubbish bin.

WHOOSH! SMACK! CLANG!

A Chronian mook attempted to attack Kevin 11 2.0, But Aubrie kicked the said Chronian mook into a broken-down car.

WHOOSH! CRASH!

"Thanks for the save, Aubrie." Kevin 11 2.0 complimented her as she nodded back before the two ran off.

And lastly, Max ran ahead with Young Ben and Young Gwen with him.

"Stay close at all costs you two!" Max ordered the children.

"We are!" The two young children replied at the same time with the group nearing the Omni-Tower.

Recognising the landmark, Logan then shouted out to everyone, "We're nearly there everyone! Just push forward a bit more!"

Everyone else cheered in response as the group slowly pushed towards the Omni-Tower structure.

A few mins later inside the Omni Tower structure in the command centre...

WHOOSH! BLAM! CRASH!

The doors to the control room blew open as the group of nine entered the command centre where they spotted Ozymandias calmly staring out of the room in the distance.

"It's over, Ozy whatever the hell your name is. Just give up." Ali warned him as the group prepared to fight him.

Turning around, Ozymandias smirked and crossed his fingers before he calmly declared, "At last, we meet children. You should know that right now, Eon is currently beating your team of Omnitrix and Ultimatrix wielders as we speak..."

CLANG! THUD!

Ozymandias eyes went blank before he ended up being knocked out on the floor with Paradox off all people having shown up behind him.

"And that takes care of Ozymandias with a classic neck chop technique. Salutations everybody." Paradox joked before he greeted everyone.

"Well, that was certainly anticlimactic." Aubrie snarkily joked with Skurd stating, "Quite right, madam."

Logan and Kevin 11 2.0 then grabbed hold of Ozymandias knocked out body with Ellie asking Paradox, "What do we do with Ozy who even cares what he's called?"

"We're going to send him back to the reality he came from. But first, we need to ensure that he doesn't remember any of these events." Paradox informed her kneeling near Ozymandias who was stone cold.

"What reality does he even come from?" Older Gwen questioned Paradox who replied, "A very bad and troubled one that is not worth talking about or visiting Gwen."

Placing a hand in his pocket, Paradox then took out a memory-erasing device which was a small futuristic scanner and placed it near Ozymandiases neck.

BEEP! ZAP!

Ozymandias eyes briefly reopened as his memories which involving meeting Eon then faded before he muttered, "But my plan..."

"There, he's lost his memory, now would any of you be willing to assist me in sending him back to his reality?" Paradox asked the group.

FLASH! THWOOSH! BZZTT!

Max and Kevin now in his normal form dragged Ozymandias towards a blue time portal that Paradox created.

"Good riddance to bad rubbish," Max remarked with Kevin shaking his head in agreement.

Because of Paradox erasing his memory, Ozymandias was sent back to his reality after the events of Watchmen, but before the events of Doomsday Clock just for clarification purposes.

So what were the others doing then?

Young Gwen was talking back to her now normal older counterpart with the two sat down on a table with Aubrie, Skurd and Ellie chatting to each other whilst Young Ben was helping Logan, Ali and Paradox.

"So, we're half Alien? That is so fascinating." Young Gwen mumbled in awe and excitement.

"Yeah, both I and Ben are half Anodite which would apply to both your Ben and yourself making you both half Anodite as well." Older Gwen explained back.

"Does this mean that I get some kind of magical power-up which I can use to help fight alongside Stan?!" Young Gwen asked her older counterpart in awe.

"Um... Yeah, you will, but I don't want to spoil the secret of how you get it." A grinning Older Gwen teased her younger counterpart.

The two Gwen's then laughed happily together with Ellie asking Aubrie at the table, "So is this Omni-Tower where your team lives?"

"That is the concept Ellie. The Omni-Tower is a base of operations for all things, Team Arsenal." Skurd smartly told her.

"You know, after this whole mess with Eon is over, maybe I and Trey could visit you guys some time and help out," Ellie suggested to Aubrie and Skurd.

"Why not? It's great to have new friends to talk to." Ellie happily replied.

"Crap. Looks like Eon hotwired the tower as a generator for that massive purple portal in the sky to transport his spaceships to other dimensions. Am I right Paradox?" Logan asked Paradox typing some commands on the large computer.

"You are indeed correct, Logan. You and your group will need to deactivate the energy portal by making sure that no Chronian forces resecure access to the tower." Paradox replied.

"That sounds rather boring and easy. But at least this whole mess will be over soon so I can hang out my Kyle again." Ali happily complimented him.

"So um... Paradox, is there a dimension where I find the Omnitrix first before anyone else does?" Young Ben then curiously questioned Paradox.

"Yes, there is Benjamin. There exists a version of you known as Ben Prime who was the catalyst for the Omnitrix and Ultimatrix wielders to spread throughout the Omniverse." Paradox stated to him.

"That's cool! Maybe there's hope for me to get some kind of alien power up soon?" Young Ben eagerly asked Paradox.

"You'll find out in due time. Now then... We should..." Paradox rambled on before he froze slightly and realized something.

Eon had just sent Stan back to his laboratory.

Which meant the final pieces of Eon's demise would soon take shape.

Paradox then told everyone, "I'm sorry but I have to go back to my laboratory at once. Something has happened involving Stanley that needs my attention."

Hearing Paradox say that Max then knew something important.

It was time for him to play his part into motivating Stan after he found the truth of who he truly was.

"Sorry, Kevin, but I've got to go with Paradox and motivate Stan. He's just found out he's half Sayian thanks to Eon." Max told Kevin.

"Hey, I understand, dealing with a revelation like that can change your life. Especially considering how powerful Sayians can generally be," Kevin admitted back.

Max nodded back to Kevin as he then called out, "Gwen, Ben. We're moving out with Paradox."

"We'll talk later, older me." Young Gwen replied to her older counterpart as Young Ben waved goodbye to Logan and Ali.

FLASH! THWOOSH! BZZTT!

At the same time back in Paradox's laboratory...

A purple time portal created by Eon then opened up as XLR8 Stan zipped out before it then closed.

FLASH! THWOOSH! BZZTT! ZAP! SPARK!

Coming to a halt, XLR8 Stan then tapped the Omnitrix symbol in the middle of his chest before he transformed back to normal.

BEEP! FLASH!

Tears leaking from his blue eyes, Stan could not believe that the team of supposedly good people he had been working with had been lying to him this entire time whilst his Omnitrix beeped out, "Base DNA sample selected."

"I can't believe that they all lied to me... And I'm some kind of hybrid alien?! What is this world coming to?!" Stan mumbled under his breath before he slowly wiped away the tears from his face realizing where he was.

"I'm in Paradox's laboratory! Which means... I could use the dimensional teleporter to go back to my reality!" Stan then realized eagerly as he smiled slightly.

Determined to get back home, Stan quickly moved over to the console and tried to get the machine to work as he slowly inputted some commands into the console.

Just before he could do anything else, Paradox then teleported into his laboratory with the Tennyson trio nearby.

FLASH! THWOOSH!

"Stanley, we need to talk about who you truly are." Paradox advised Stan with Max, Young Ben and Young Gwen moving over to him.

"Oh. About that huh? I don't care! I just want to go home." Stan bluntly told him before Max then kneeled near Stan with the other kids listening on.

"Stan, please just pay attention and listen to us. Don't you want to know about what happened to your father and why he left you when you were only a few years old? Max questioned Stan.

"Wait a moment... What does my missing dad have to do with any of this right now?" Stan nervously questioned Max as his emotions went all over the place.

"I'll start from the beginning, Your father was from the planet known as Vegeta which was originally referred to as Salada. Many years ago, there was a civil war between the Sayian clans over a democratic society against a monarchy led by a king. The conflict ended with the monarchy being established with the monarch King Vegeta the first. Currently, the monarch ruling the planet is King Vegeta the third." Max fully explained.

"What does a boring history lesson have to do with that?" Young Ben then interrupted Max.

"Stay quiet!" Young Gwen bluntly told him back.

Continuing, Max then explained to Stan, "Because of the civil war conflict, many Saiyan's travelled all across the Universe to other planets becoming great heroes and peacekeepers disillusioned with the idea of conquering and being evil. However, some of the Saiyan's that remained on planet Vegeta became bloodthirsty conquerors and warriors that would take over planets for fun sadly. You can also find regular Saiyan's that just want to live their lives in peace like other alien races. But the main thing to note is that there are Saiyan's both good and bad out there and that they are a warrior race at heart."

"So... Most Saiyans are good-hearted people? Well, that makes things a lot better. But that still doesn't answer my question, Uncle Max." Stan asked Max.

"Well, Your father was a second class Saiyan warrior known as Nopple. He left planet Vegeta because he was part of a scouting mission to explore and find other habitable planets. Unforatauntly the Attack Pod he was travelling in malfunctioned and he ended up crashlanding on Earth and then he met Emily, Stan." Max told him the truth.

"So my mom met my dad after his spaceship crashlanded in Bellwood?" A shocked Stan muttered to Max.

Before Max could say anything, Paradox then stated, "Not just in any area of Bellwood, It was the back garden in the house you live in."

"Really?! That's so crazy!" Young Gwen pointed out.

"So what happened next?" Young Ben questioned everyone else.

"Well, since your father wasn't able to repair his Attack Pod. He ended up having no choice but to adapt to life on Earth which he probably struggled with. And as time went on over the months that passed by, Emily and Noppale slowly fell in love and then you happened." Max sheepishly admitted.

"You mean I was born because of my parents falling in love correctly? Wow, that's going to be one story I would like to find out about." Stan happily realized.

"Let's not forget that after you were born, your parents met Ben's parents including me and that was when Noppale and I talked about our alien activities. Noppale also told me about the specific things that would affect you when you grew up as a precaution since Saiyan children can be a handful." Max happily stated before he said, "Are you ready for the bad news?"

"I am," Stan nervously replied.

"The reason your father left Earth was because of an invasion on planet Vegeta led by none other then Vilgax. Any Saiyan warrior that was left on other planets was required to go back to the planet to fight Vilgax's robotic army." Max sadly told him.

The kids were shocked and outraged before Stan sadly muttered, "So even before I faced him, Vilgax has been ruining my life?"

"Just another reason to hate that tentacle-faced monster." Young Ben angrily replied.

"That's why I wanted to protect you so much back when Vilgax first showed up on Earth. Nopple promised me to protect you from Vilgax at all costs, even if I had to sacrifice my own life." Max finally told him the truth.

"So that's why Eon, jumped off the slippery slope was because of Vilgax ruining his life soon. No wonder he went mad with power." Young Gwen realized feeling a slight tinge of sympathy for him.

"Your mom was devastated, of course, and that's why you never knew your father and the truth of who you truly are." Max sadly replied having finished his story.

"But there's still hope for me right?! He has to still be out there somewhere." Stan optimistically suggested to Max who stated back, "It's possible. But I don't know."

Looking at Paradox, Stan then curiously asked him, "So now that I know about who I really am, Why did you pair with me Trey so eagerly?"

"I thought you'd ask that. Please come with me." Paradox asked the group.

The group of five then moved near Paradox's computer before he activated it.

Tap! Beep! Flick!

"To understand why I paired you with Trey, a brief explanation is required. Trey was not always a Doppelganger, he was once a half Saiyan being who he first discovered the Omnitrix. Everything changed one day though when the villainous individual known as Ryan terminated Trey, However, due to the presence of Codon Force energy in his body, Azmuth was able to resurrect his body with the bonus of his DNA being one of every living lifeform in the universe making him a Doppelganger. One last thing to note is that Trey's Saiyan name is Kakarot." Paradox quickly remarked to the group.

"So you're telling me that Trey used to a half Saiyan like I am? Wow..." Stan muttered in awe before Young Gwen then asked Paradox, "How are the other's doing against Eon?"

"Not well, unfortunately. Eon has adapted his fighting style and he has beaten both Ben's, Kosta and Kayla. He's currently fighting Kyle and Trey who are in their most powerful forms." Paradox replied.

"SAY WHAT?! BUT WHAT CAN WE DO?!" A panicking young Ben then questioned Paradox.

"Stanley is a major key to Eon's demise." Paradox calmly replied as he stared at Stan.

"Me?! Look, Paradox, I don't mean to be rude but how can I be the key to beating Eon?" Stan fearfully questioned Paradox.

Max then moved over and told Stan, "Look, I know this task sounds daunting, but when Eon showed up all those years ago after the Hands of Armageddon. Paradox showed up and he told me that you would provide a major role in beating Eon for good. You have a gift that you can use besides the power of the Omnitrix, it's called heroism and you are a true hero."

Stan then looked at Paradox, before he told Stan, "The best way for you to fight and overwhelm Eon is to use your Omni-Evolution form."

"Are you sure that will work? Because the last time Stan used the form, it fizzled out just before he could fight Vilgax." Young Gwen then told Paradox.

"Not to worry, if Stan were to remain calm by emptying his mind and by focusing his positive emotions into triggering the transformation via a natural state of being, his Omni-Evolution transformation will last longer rather then being forced out like last time." Paradox explained to everyone.

"Okay, but I don't know how to trigger my Omni-Evolution form naturally. It " Stan bluntly told Paradox.

"He just said think about positive emotions such as Joy and Happiness," Young Ben pointed out.

"Alright, you two. I think we should all let Stan concentrate now. Good luck sport." Max informed everyone else.

Slowly everyone else moved away from Stan as he closed his blue eyes and tried to concentrate thinking about his new friends and family.

However, Stan struggled to do that.

"Urgh... I can't think properly... I don't even know how to trigger the form naturally." Stan groaned in annoyance.

Still not giving up, Paradox smiled and instructed Stan, "Remember what I said earlier. Empty your mind and think about your recent friends."

Nodding back, Stan frowned slightly before he breathed in and closed his blue eyes emptying his mind before he began thinking about everyone he had seen.

The cool and awesome Trey who mentored and guided him like the big brother he never had whilst trying to keep him happy.

Then there was Kosta who was a funny and smooth person who he liked a lot having respected how smart he was.

Next was Kayla who was like an adorable big sister he never had who was so kind and adorable.

And finally, Kyle who was a great and badass leader who may be hotheaded, but he was cool.

And then there was Eon.

The person that would be responsible for killing them all if he didn't do anything.

 _"I can't let Eon harm them anymore! I... I..."_ Stan thought just before he began changing.

WHOOSH! ZAP! SPARK! BEEP!

Stan's Omnitrix then glowed green as an aura of Omni energy leaked out from his watch surrounding his body.

"Warning! Extreme Omni-Energy surge detected!" Stan's Omnitrix beeped out loudly.

"It's working! Keep it up, Stan! Tap into your Saiyan power!" Max encouraged Stan as his black hair rose up forming the flame-like pattern from before.

Stan then opened up his now dark green eyes which had the black pupils in them.

"I am coming for you Eon..." Stan gruffly and calmly muttered in a thick voice as his energy aura then slightly morphed around him.

THWOOSH! WHAM!

A bright green cover of green Omni energy covered Stan as his spiked hair and eyebrows morphed into the dark green colour with the Omni energy aura surrounding his body.

Unlike last time, however, Omni-Evolution Stan had a slight glare on his facial expression area.

"WOAH! That is pretty awesome!" Young Ben mumbled in awe as Young Gwen pointed out, "That's what he looked like back in the Null Void briefly."

Omni-Evolution Stan then moved over to Paradox and handed him his brown glasses before he smartly stated, "Take these, Paradox, My eyesight has briefly improved in this form."

"Of course, I'll keep these safe." Paradox replied putting the glasses in his upper coat pocket.

Omni-Evolution Stan then glanced towards the others before he told Max, "Thank you for being honest with me, Uncle Max. I know now who I truly am. And I'm not afraid of the truth anymore."

"You're welcome. Good luck." Max thanked him before Young Ben and Young Gwen waved to him for good luck.

Facing Paradox, Omni-Evolution Stan then smirked before his Saiyan nature briefly took over with him remarking to Paradox, "Let's go. I've got to do my part to beat Eon and help out everyone else."

Meanwhile, back in Eon's private dimension a few moments after Stan left the arena...

The arena was quiet and empty.

Moments earlier, Eon taunted the group before he vanished in a cloud of smoke.

"Spread out and find Eon!" Soul Mode Metrion Kyle had ordered everyone.

Following her instructions, Gax Ben stomped across the rocky ground with Spidermonkey Kosta walking with him.

"Do you think that Eon guy was bluffing about how strong he is?" Spidermonkey Kosta questioned Gax Ben.

"No way. I think that if we fall, Kayla, Kyle and Trey should be more then enough to handle him." Gax Ben cockily replied.

Just before a nearby rock pillar exploded as Eon charged out from it having fired an energy blast to blow it up.

WHOOSH! BZZTT! BLAM! CRUMBLE!

Flying through at a very fast speed, Eon then kicked Gax Ben in the chest who was caught off guard by the attack.

"You should know that I hate anything that resembles Vilgax, you foolish child!" Eon cockily mocked Gax Ben pushing him further away.

Gax Ben quickly placed his large feet into the rocky ground and tried to use his thick claws to slash Eon off, but the Chronian blocked the claw swipes with his arms.

SMACK! WHAM!

 _"If my theory is correct, then I should be able to deactivate each of the Ultimatrix's that both Ben's wield by targeting one because they are quite literally the same person, just different versions. I sure hope this will work. Then I just need to repeat the process for each wielder until i'm the last Chronian standing."_ Eon planned out his attack in his head.

Smirking darkly, Eon then attempted to reach for the Ultimatrix symbol in Gax's chest.

"A little help, Kosta?!" Gax Ben called out to his partner.

"Oh crap! I'm coming to help Ben!" Spidermonkey Kosta shouted in shock as he then fired some webbing from his tail that stuck to Eon's back.

WHOOSH! THWIP! THUNK!

Unimpressed, Eon then scowled and ripped the webbing off his back before he turned around and fired a pair of purple eye beams that were aimed for Spidermonkey Kosta's yellow eyes.

BZZTT! CRASH!

"Ooof!" Spidermonkey Kosta grunted in pain as he tumbled onto the dirt ground quickly recovering.

With Kosta now out of the way, Eon leapt upwards and used his strength to slam Gax Ben onto the dirt ground.

WHOOSH! BLAM! THUD!

Grinning darkly, Eon then raised his left hand and grabbed hold of Gax Ben's tentacles.

WHOOSH! GRAB!

"GAH!" Gax Ben grunted in pain before Eon cockily declared, "And now to kill two birds with one stone!"

Eon then placed his right hand on Gax Ben's Ultimatrix as it sparked with purple energy.

BZZTT! ZAP! SPARK!

"ARGH!" Gax Ben howled loudly before he yelled to Eon, "What are you doing?!"

"I"m deactivating your Ultimatrix so that you can never use it again!" Eon loudly declared back as he increased his pressure and energy on the Ultimatrix core.

ZAP! SPARK! HISS! BZZTT!

The purple energy quickly overwhelmed Gax Ben's Ultimatrix before he then transformed back to normal in a flash of violent purple light having been drained of his power.

BEEP! FLASH!

Now trapped in Eon's cold grasp, Older Ben from Trey's dimension then looked at his Ultimatrix which was now sparking purple instead of the vibrant green colour it once was.

"You may have beaten me... But you won't beat Trey and the others..." Older Ben warned Eon who sighed and stated, "I believe they won't Benjamin. Now rest."

Eon then swiftly knocked Older Ben out with a well-aimed neck chop before Eon carefully placed him against a rock planning to deal with him later.

"Excellent... Now if my calculations are correct, then I should hopefully only have four wielders left to beat." Eon quietly mumbled under his breath.

Then the ground began shaking as Eon looked upwards in confusion.

CRASH! RUMBLE! STOMP!

A colossal humanoid alien who had a large redfin and a blonde ponytail on her head with blade-like growths and a humanoid body was angrily glaring at Eon with her pink eyes.

The pink Biomnentrix symbol was in the middle of her chest.

Kayla had become an alien known as Way Big who was a To'Kustar.

"I'M GOING TO SMASH YOU INTO PIECES FOR PUTTING MY BENJI IN A COMA!" Way Big Kayla angrily boomed at Eon placing her hands together.

"A To'Kustar?! Guess my theory worked after all!" Eon shouted out before he flared his aura and flew upwards managing to dodge the giant pink cosmic energy beam.

THWOOSH! BLAM! CRAKA-BOOM!

Due to the intensity of the cosmic beam, the arena began cracking and falling apart due to the stress on the structure with the other wielders trying to find cover.

An enraged Way Big Kayla attempted to swat Eon out the sky, as the Chronian struggled to dodge the numerous blows and aerial swipes.

WHOOSH! ZIP! SMACK! CRACK!

"WHY DON'T YOU JUST DIE EON!?" Way Big Kayla boomed in hatred to Eon as he flew upwards.

"Foolish girl! I am an everlasting God! Taste my power!" Eon cockily replied enjoying the breakdown of his foes.

Cupping his fingers and placing his hands together, Eon then began charging up a large beam of purple energy as his purple aura grew larger.

WHOOSH! BZZTT!

"Let's see how you can handle this! GALICK GUN!" Eon called out firing a large purple energy beam from his hands.

In response, Way Big Kayla fired another pink cosmic beam as the two energy beams collided.

THWOOSH! BLAM! CRASH!

Both of the energy beams collided together as Way Big Kayla's Cosmic energy beam slowly overwhelmed Eon's Galick Gun.

"I HOPE THIS WILL SEND YOU TO HELL!" Way Big Kayla angrily boomed back as Eon was pushed back.

 _"Wait a moment! I have an idea..."_ Eon realized in his head as he reduced the strength of his Galick Gun.

"NO?! BUT HOW?! YOU CAN'T BE THIS STRONG! ARGHHH!" Eon screamed pretending to be overwhelmed by the cosmic energy blast.

WHOOSH! KA-BLAM! Rumble...

Thick black smoke covered the sky of the arena with Way Big Kayla moving her arms back to normal having been tricked into thinking that Eon was beaten.

WHOOSH!

Eon then reappeared in front of Way Big Kayla's horn having used his Instant Transmission technique before he activated his Time Split cut and slashed the critical weak point of a To'Kustar.

The fin in the centre of its head.

BZZTT! ZAP! CRACK!

The effect was catastrophic.

Way Big Kayla ended up stunned in pain before she slowly stomped forwards and tumbled onto her back smashing the rocky arena with dust and rubble flying everywhere.

WHOOSH! SLAM! CRAKA-CRASH! WHAM!

"I did it! All those years of studying have finally paid off!" Eon triumphantly smiled loudly as he flew down to Way Big Kayla's Biomnentrix symbol.

With Kyle and Kosta...

"He took out both Ben's and Kayla that quickly?! This is bad!" Chromastone Kosta muttered in shock with Kyle now back in his normal form standing nearby.

"Oh... I am pissed off now that's he taken out my brother and sister..." Kyle muttered angrily before he stated, "Ultima. It's time to call out a tailed beast to help me."

"Sure Kyle, who do you want?" Ultima questioned him before Kyle pointed out, "Under no circumstances, I cannot get angry against Eon. If I do that Kurama will end up breaking out again. I'll go with Shukaku and I'll add Matatabi's powers on top of that. Just like you taught me to."

Looking around Chromastone Kosta then asked Kyle, "Where's Trey anyway?"

"Don't worry, I have a feeling he'll unleash his true Doppelganger form on Eon shortly," Kyle replied before grains of sand started to surround him.

Rumble...

At the same time with Trey...

"No... Not you as well Ben..." Armoured Doppelganger Trey muttered in anger staring at Ben in shame before he then realized something.

He failed his team again.

And this time Eon seemed like he was going to win.

Feeling a familiar change overwhelm him, Trey's eyes began glowing a blood-red colour with his armour slowly vanishing back into his body.

THWOOSH! FLASH!

Trey's body grew into size as he grew twice the size of Four Arm's natural height with his skin turning pale red.

 _ **"No more games,"**_ Trey muttered deeply as a pair of red shorts appeared around his wasit with his body gaining numerous pointy talons that could rip someone apart.

 _ **"I will not let Eon**_ **win. _"_** Trey continued as his teeth became jagged and spiker then before as a dark red Ulitmatrix symbol appeared in the middle of his chest.

Trey had become a figure who was similar to Doomsday known as Genocide.

 _ **"My name is Genocide and I will rip Eon into shreds! RARGHH!"**_ Trey roared like a monster before he stomped off to fight Eon.

ZAP! SPARK! HISS! BZZTT! FLASH!

Eon finished changing Way Big Kayla back to normal with his right arm having increased his power to thirty percent.

Stepping away from her, Eon noticed that her pink Biomnetrix's looked faded and dull having been drained of the energy to keep it alive.

"My brother and Trey are going to kick your ass. You know that right?" A bruised and battered Kayla mocked Eon.

"No. I am." Eon coldly replied before he aimed his hand at a nearby rocky column and prepared to fire a purple energy beam at it when...

WHOOSH! ZAP! BLAST!

A colourful blast of energy zapped Eon's back as the Chornian quickly turned around and spotted Chromastone Kosta who had a yellow Omnitrix symbol in the middle of his chest.

"You'll have to take me out first!" Chromastone Kosta taunted Eon who growled zipping forward before he grabbed hold of Chromastone Kosta's face.

WHOOSH! ZIP! GRAB!

"I'm tired of dealing with you Blake. Now perish!" Eon taunted him before he placed his right hand on Chromastone Kosta's Omnitrix symbol as purple energy seeped out of it.

BZZTT! ZAP! SPARK! FLASH!

Chormastone Kosta then changed back to normal in a flash of yellow light as Eon tossed him right next to Kayla.

WHOOSH! THWACK!

Gritting his teeth in pain, Kosta then noticed his sparking and broken Omnitrix 2.0. before he muttered, "What did he do to my watch?!"

"He used his Chornian powers to zap your Omnitrix to not work for a short period of time. He did the same to my Biomentrix's and the two Ben's." Kayla explained back.

Smirking confidently, Eon then decided to take his time as he slowly walked to Kayla and Kosta thinking, _"Yes! I've done it! Only Kyle and Trey are left for me to beat!"_

"Urgh... Guess we're out of the fight then." Kosta snarkily replied before Kayla joked and promised him, "I guess we are. But don't worry, we always win and come out on top."

Feeling bored, Eon then zapped a nearby rock column with an energy blast before it cracked and crumbled into debris.

WHOOSH! BLAST! CRACK! Rumble...

"Not this time. No second chances." Eon cockily replied as the rocky avalanche then covered Kosta and Kayla burying them under the rocks.

RUMBLE! CRASH!

With only two opponents left to face, Eon sighed and noticed his current condition.

Right now he was covered in cuts and scars on his armour whilst also being dusty as well.

"Okay... I did it... Just a little further and victory will soon be mine." Eon nervously muttered before he heard something large land near him.

WHOOSH! THUD!

 _ **"You're wrong Eon. You'll have to face me and Kyle now."**_ Genocide Trey warned Eon ready to rip him into shreds.

Turning around, Eon then spotted Genocide Trey before he muttered, "At long last... The final battle is upon us... So Serguason, you've become Genocide then that leaves..."

WHOOSH! SLAM! THUD!

A large sandy paw then slammed some nearby rocky pillars into rubble as the gigantic sandy fox Bijuu known as Shukaku made his presence known.

Kyle had transformed into a huge fox-like creature that was composed entirely of sand with a singular large tail that was about the size of Way Big, if not bigger.

Shukaku's body was covered in light blue swirls on his sandy body along brimming yellow Codon veins pulsed across his body as bright yellow eyes stared at Eon.

The Ultimatrix symbol was in the middle of his chest along with a pair of power bracelets that appeared on all of Kyle's transformations.

 _ **"Shukaku is here to purge you from**_ ** _existence_** _ **Eon."**_ Shukaku Kyle boomed out in a loud and thick voice.

"Kyle became the one-tailed beast known as Shukaku? Good grief, you two seem to have an endless amount of transformations." Eon pointed out in annoyance before assumed a battle stance and declared, "Not that it matters in the slightest."

Both Shukaku Kyle and Genocide Trey then laughed together before they both stated, _**"No... You're screwed, dickhead."**_

THWOOSH! RUMBLE!

"Fine then! Let's see how you both can handle fifty per cent of my power! RARGHH!" Eon loudly shouted before he then powered up even more.

As Eon powered up, his muscle mass increased slightly to cope with the amount of pressure on his body.

 _ **"Let's finish him for Ben, Kosta, Kayla and Stan, Treez!"**_ Shukaku Kyle boomed to Genocide Trey who roared back in approval, _**"Agreed Kai, We fight for everyone we know!"**_

Shukaku Kyle and Genocide Trey then stomped off towards Eon who flew towards the mighty titans with a grin on his face before they collided in a massive explosion that tore the arena apart even more.

THWOOSH! CRAKA-BOOM! RUMBLE!

The next thing Eon knew was that a massive column of sand combined with something huge ramming him, Eon was sent tumbling onto the floor smashing several rocks over.

WHOOSH! SMASH! SLAM! CRASH!

"GAH!" Eon grunted in pain feeling dizzy and injured.

Slowly recovering from the ground, Eon noticed that his armour had, even more, scrapes and holes in it.

"Oh merde... Okay... Just stay calm Eon. You can do this." The Chronian/Saiyan hybrid nervously muttered.

WHOOSH! THUD! SLAM!

 _ **"Feeling nervous? So much for the mighty and god-like Eon."**_ Genocide Trey then mocked Eon having landed near him.

Enraged, Eon growled slightly showing his Saiyan nature, before he sprinted and charged towards Genocide Trey who sprinted back.

Forming his right hand into a Heatblast flamethrower whilst his left hand formed into Under Wraps bandages, Genocide Trey then blasted Eon with the flames before he used the bandages to slam the Chronian into a rocky wall.

WHOOSH! BLAST! GRAB! WRAP! KA-SLAM!

Eon's eyes widened in pain as Genocide Trey then pinned the evil monster against the rocky wall with his large left hand.

WHOOSH! SMACK!

Eon attempted to struggle and break free by charging a purple energy blast, but Genocide Trey swiftly crushed his right hand and slammed him further into the rocky rubble.

"Cursed Doppelganger! You can't hold me here forever!" Eon hissed back loudly in rage attempting to break free.

 _ **"Wrong. You've lost like all the others that came before you. Now watch your death!"**_ Genocide Trey angrily roared before he slammed his right elbow spike into Eon's chest.

WHOOSH! CRUNCH!

"ARGH!" Eon screamed in fury and pain as purple blood leaked out of his chest with Genocide Trey slowly increasing his pressure.

 _"I can't die like this now! I've got a righteous crusade to fulfil! I will make Serguason pay for this humiliation!"_ Eon angrily thought before he did something that shocked Genocide Trey.

Grabbing hold of Genocide Trey's right arm, Eon used his strength to push Genocide Trey back away from his ripped up chest.

 _ **"Impossible! No one's stronger than me!"**_ Genocide Trey boomed in shock before Eon then told him the truth, "The more pain you inflict on my body, the stronger I become thanks to my Sayian cells that provide me with Zenkai boosts!"

Shocked Genocide Trey attempted to crush Eon's neck, but the Chornian then fired a death beam straight into Genocide Trey's eyes.

WHOOSH! ZAP! BLAST!

 _ **"RARGH! MY EYES!"**_ Genocide Trey roared out in pain stomping back loudly away from Eon trying to get his eyesight back.

Landing on the desert ground, Eon quickly gathered his energy and used his Instant Transmission technique teleporting behind Genocide Trey.

WHOOSH!

Holding out his right hand, Eon then fired a large ball of golden reddish violent KI energy that encased Genocide Trey who quickly spotted the energy ball.

WHOOSH! ZAP! BZZTT!

Realizing he was trapped, Genocide Trey smashed the energy ball trying to get out, but he just couldn't.

"It's no use! Having studied your Genocide form when you fought Apocalypse, I invented this technique to specifically pacify you once and for all. I call it the Imprisonment Orb of Exploding Death." Eon cockily taunted his foe.

 _ **"You're bluffing Eon!"**_ Genocide Trey roared inside the sphere.

"I'm not and you should learn some manners. Now then, it's time for you to disappear, HA!" Eon yelled before he hurled the energy sphere with his arms.

WHOOSH!

Eon then kicked the energy ball several times as Genocide Trey was rocked by the energy blasts inside before Eon decided to end him.

"GALICK GUN!" Eon shouted out the familiar attack with the energy ball aimed high up in the sky.

WHOOSH! BZZTT! CRAKABOOM!

The Imprisonment Orb of Exploding Death shattered into a million pieces as Eon briefly spotted a large figure plunging to the ground in the distance.

"Excellent! That energy orb should have weakened him a lot. I'll finish him off shortly. Now to face my final foe. Kyle." Eon mused before he heard rumbling.

Turning around, Eon saw Shukaku Kyle blasting a massive amount of sand out of his mouth directly towards him.

THWOOSH! SLAM! RUMBLE! CRASH!

Eon was blasted away by the amount of sand with Shuakaku Kyle continuing to unleash sand aimed directly at Eon.

At the same time inside Kyle's head/mindscape...

 ** _"This is the Chronian that's been causing us trouble for so long? He seems like small fry compared to Vilgax."_** Shuakaku spoke in Kyle's head.

 _" **Don't be foolish Shuakaku. Why else would Kyle use us if the situation called for it?"**_ The tailed beast known as Matatabi replied.

 _"I have a good chance that we'll win. So let's do this!"_ Ultima's voice also chimed in Kyle's head.

 _"As always, I appreciate the support,"_ Kyle admitted back thanking everyone who was him in his head.

Back on the outside at the same time...

WHOOSH! BLAST! CRACK!

The sandblasted the entire arena plunging off into the dimensional void with Shuakaku Kyle dominating the arena with sand.

 _ **"Just surrender Eon! You can't outrun a Tailed Beast!"**_ Shuakaku Kyle boomed loudly to Eon looking for him.

BZZTT! WHOOSH! BLAST!

Using his shield technique, Eon protected his body as he slowly moved towards the Ultimatrix symbol on Shuakaku Kyle's chest.

 _"That pesky A.I. that lurks within Kyle is going to make it very hard for me to deactivate his Ultimatrix, so I guess I'll have no choice but to raise my power to one hundred percent for this one attack... And I think I know just how to do it."_ Eon carefully planned out his strategy.

Raising his power level to one hundred percent, Eon then screamed and charged upwards towards Shuakaku Kyle's Ultimatrix symbol like a missile.

WHOOSH! SLAM! THUD!

Landing on the Ultimatrix symbol, Eon clutched on tightly and activated his energy powers to drain the Ultimatrix of its energy as sandblasted from Shuakaku Kyle's chest.

BZZTT! ZAP! SPARK!

 _ **"Oh no, you don't! Ultima, stop him!"**_ Shuakaku Kyle loudly yelled out.

Eon then felt a surge of red electrical energy zap him with Ultima's voice shouting to Eon, "You're not deactivating me you heartless bastard!"

Gritting his teeth angrily, Eon then snapped and yelled, "I'VE HAD ENOUGH OF YOU AND YOUR STUPID ROBOT KYLE! NOW DIE AND STAY DEAD!"

Slamming his hand on the Shuakaku Kyle's Ultimatrix core, Eon then unleashed all of his strength and power into disabling the core with one massive blast of power.

ZAP! SPARK! HISS! BZZTT!

"RARRGGGHHHH!" Eon screamed like a banshee as he then managed to overwhelm Ultima with the amount of negative Chronian energy he was giving off.

Inside Kyle's head/mindscape...

 _"ARGHHH!"_ Ultima yelled in pain as Shuakaku and Matatabi vanished back into the depths of Kyle's mindscape.

 _"Ultima! Don't give up, I'm coming!"_ Kyle called out in shock as he sprinted over and hugged her.

Looking up at Kyle, Ultima then sadly told him, _"I'm sorry Kyle... But I'm afraid that I can't hold this energy-draining off forever, it would kill the Ultimatrix and sever my connection with you and your aliens. So I'm going to have put the watch in recharge mode. Do you understand?"_

Seeing no other option, Kyle then nodded back and told her, _"Do it, I won't be responsible for your death."_

Ultima nodded as a flash of bright red light then overwhelmed Kyle...

Back on the outside...

With Shuakaku Kyle's Ultimatrix symbol now sparking red, Eon smiled and then left go plunging towards the ground as Kyle transformed back to normal in a massive flash of red light.

WHOOSH! FLASH! CRASH! WHAM!

Landing on the dirt ground on his back, Eon scowled and slowly stood up assessing the damage on his body armour.

His armour was now sandy, covered in cuts and scrabs with a large hole in the centre of his chest courtesy from Trey.

"Okay... I'm nearly done. Now to find Kyle." Eon tiredly muttered as he reduced his power level back to fifty percent.

No longer using his full amount of power, Eon sighed in relief and slowly decided to find Kyle by sensing his energy level.

"I'm right here." Kyle taunted Eon from behind him.

Turning around, Eon then spotted Kyle who was covered in dust with some cuts and scrapes on his body as his rec cat-like eyes glared at Eon's pale whiteish/purple ones.

"Kyle. I still see that you're up and kicking. You always were hard to put down from the combat data I have of you." Eon taunted Kyle as he cracked his neck.

"Yeah, well I'm a hero. And if there's one thing a hero does. He never gives up and keeps fighting." Kyle cockily responded before he activated his combined energy aura of Chaos and Chakra energy.

THWOOSH! RUMBLE!

The arena briefly shook as Eon glared in annoyance before he ranted, "Your persistence is pissing me off brat! No wonder Kurama despises your existence!"

"Yeah, I tend to do that." Kyle cockily replied before he charged towards Eon and began punching him numerous times.

WHOOSH! ZIP! SMACK! CRACK!

Eon blocked the punches before he questioned Kyle, "Tell me, you must be feeling exhausted. After all without that useless A.I... You're..."

SMACK!

Kyle smacked Eon in the faceoff guard as he angrily raged, "DON'T CALL ULTIMA USELESS!"

Annoyed, Eon then grabbed hold of Kyle's left wrist with his right arm preventing him from punching Eon anymore.

And crushed his arm.

Painfully.

SNAP! CRUNCH!

"GAH!" Kyle shouted in pain as Eon then grinned slightly and moved his face closer to Kyle's.

"You lost Kyle. I'll at least acknowledge your defiance and arrogance against me when I record your failure to beat me." Eon bluntly told Kyle before he stated, "It's over!"

Before Kyle could say anything back, Eon then punched Kyle's face with his left hand.

SMASH!

The force of the punch was too much to bear as Kyle was then knocked out by the force of the punch and skidded onto the ground knocked out.

THUD!

With his duel against Kyle now over, Eon sighed in relief and looked over the most famous and deadly wielder he knew that existed in the Omniverse.

All was quiet and empty in the wasteland of the arena before Eon then arrogantly stated, "Finally, I've done what no else did against Kyle. I won. And there's only one combatant left for me to face."

WHOOSH! SLAM! THUD!

 _ **"I'm still around Eon, And I will not let you win! THIS IS FOR KYLE!"**_ A furious and injured Genocide Trey roared as he stomped towards Eon.

Grinning, Eon then loudly shouted back, "I DONT THINK SO!" And smashed the arena ground with his fists.

SMASH! CRACK!

A gigantic crack was created in the arena as one of Genocide Trey's feet ended up getting stuck inside the hole which prevented him from moving.

Genocide Trey roared in anger as he attempted to break free from the hole only for Eon to sprint up and leap on his back.

 _ **"RARGHH! GET OF MY BACK!"**_ Genocide Trey boomed in anger and hatred with Eon clutching onto his back tightly.

Activating his Time Split cut, Eon then began stabbing Genocide Trey's back numerous times in an attempt to weaken him out and drain his Codon energy supply.

BZZTT! ZAP! SMACK! CRUNCH!

Incredibly, Eon's theory was right.

Due to the combined pain and stress from earlier, plus having been damaged and injured in such a crucial area was too much for Genocide Trey to bear.

Now tired, Genocide Trey panted in exhaustion as Eon then jumped off his back and watched Trey change back to normal.

Stepping out of the hole, Genocide Trey slowly stomped forward before he kneeled and transformed back to his normal form in a flash of bright red light.

THWOOSH! FLASH!

Now shattered, Trey kneeled drained of his energy before he mumbled in shock and fear, "No! This isn't how things are meant to go! I can't believe I lost! Oh my god... I failed Ellie and everyone else..."

Still shocked by what had just happened, Eon then realized something as he reduced his power level to ten percent.

He had won and beaten the group of seven that had stood in his way.

All his hard work and effort had finally paid off with the victory he so desired and now finally achieved.

 _"I did it... I've won! And with the main Omnitrix and Ultimatrix wielders now broken and defeated, I can now rule over the Omniverse with an iron fist! I_ WON!" Eon triumphantly thought before he realized, _"Time to gloat about my victory to Serguason and shatter his fighting spirit once and for all!"_

Slowly walking forward to Trey, Eon noticed that Trey seemed to be crying?

Well, that was certainly unexpected.

But still, it felt good to see his latest victim broken down.

"I'm sorry I failed you, everybody! I should have done better then what I've done to you all!" Trey blurted crying out in sadness as the guilt for his past mistakes came out.

Walking around Trey, Eon then decided to give him a long lecture on what he truly was.

"Tell me, something boy. Do you what's it's like to lose everything and anyone you ever cared about?" Eon began questioning Trey.

Looking upwards, Trey then grimly nodded to Eon and told him, "Yes, I've been through that situation a few times."

"Exactly! You claim to be a hero Serguason, but all you and your band of misfits have done is spread misery, fear and hatred throughout the Multiverse with your countless transformations, heroic deeds and messing around with reality itself! Your mere existence is what leads to Kyle and everyone else getting stronger, to begin with!" Eon angrily ranted towards Trey.

Before Trey could reply, Eon then finished by stating, "And because of your very nature, tragedy and chaos has affected those you care about! And I bet you know who I'm talking about. Hell, even your very planet of Tetris Nova will soon be no more thanks to your actions there..."

"You're lying. I don't believe anything you've said." Trey then angrily snapped at him.

Eon then chuckled darkly and moved very close to Trey's face before he bluntly told him, "You've lost for the final time, Trey. This time there are no do-overs, no second chances, no help from any of your surviving allies, once I'm done with you, I will kill each one of your allies painfully before I collect their watch cores and mount them as trophy's in my space ship and then... Everyone will worship me as the one true Chronian god of time."

Trey remained silent on choice as Eon then moved back and prepared to fire a purple blast of KI energy to wiped him out.

"Now then, any last words before I kill you once and for all?" Eon questioned Trey.

"Yeah, I've got two. It's f... you." Trey muttered angrily under his breath.

"Going out with a curse, are we? Ah well, it's been fun. But this little game of ours ends here." Eon cockily declared back before he began charging up his energy attack.

BZZTT...

Just before Eon could fire his attack, a blue time portal created by Paradox then opened up a few meters away from Eon and Trey.

FLASH! THWOOSH! BZZTT!

Confused, both Eon and Trey looked at the time portal in confusion just before a familiar trainer stepped on the dirt ground.

Omni-Evolution Stan had finally arrived onto the battlefield with his green aura glowing around his body.

Spotting Trey injured and in distress, Stan scowled angrily and gave a Sayian death glare aimed at Eon.

"You?! But how is this even possible?!" Eon muttered in shock and confusion looking at his younger counterpart spotting how different he looked.

 _"Whoa... Is that Stan?! What's up with his spikey green hair and that aura? It looks and feels similar to my Codon Force power, but I don't know why."_ Trey happily thought before he decided to mock Eon by jokingly stating, "So much for no second chance eh Eon?"

Eon merely stepped back from Trey as he demanded Stan, "Impossible, you've tapped into the power of the Omnitrix, not with Codon energy, but Omni energy! How is that even possible?! My fact file based on you said that this could never happen!"

Omni-Evolution Stan merely ignored Eon's rant before he glared at Eon and zipped forward at high-speed punching Eon in the gut faster than he could react to.

WHOOSH! ZIP! SMACK!

"GAH!" Eon screamed in pain as spit leaked out of his mouth as he stumbled back feeling stunned and dizzy.

"HAH!" Omni-Evolution Stan then shouted out as he then side kicked Eon right in his face.

WHOOSH! CRACK!

Eon ended up being sent flying by the force of the punch into some nearby rocky pillars which then collapsed burying him in the rubble.

SMACK! BLAM! CRUSH!

Omni-Evolution Stan then looked at Trey and held out his glowing right hand to help him up.

Trey took his right arm and slowly moved up from the ground dwarfing the transformed ten-year-old before he asked Stan, "Stan, what happened to you?"

"I think the question is what happened to you Kakarot. You look like a mangled piece of crap." Omni-Evolution Stan cockily replied crossing his arms.

Having not been called that name in years, Trey then allowed the name call to slide before he told Stan, "So, I guess you figured out who I am then right? Yeah, Eon beat us up pretty badly."

"And now the tide will change." Another familiar voice called out to Trey.

"Paradox?! Good to see you man, and why didn't you come sooner?" Trey questioned him in confusion.

"Apologies, I was busy calming down Stan and assisting him with the necessary motivation to beat Eon." Paradox admitted back before he nodded to Stan.

Smiling back and uncrossing his arms, Stan then explained to Trey, "If you're wondering why I'm glowing green and why my hair is green as well, It's because i've accessed my Omni-Evolution form and this is my second time using it."

Slightly confused, Trey looked at Paradox who told him, "Stan is using his Saiyan cells to tap into the Omni energy that is currently being stored in his Omnitrix."

"Why not Codon Force energy instead?" Trey asked the two.

Shrugging Omni-Evolution Stan pointed out, "My body's more used to it. Plus the whole Codon Force thing is more your gimmick. Not mine."

RUMBLE! CRASH!

The rocky pillars slowly crashed in the distance as Eon slowly dug his way out of the pile.

Knowing what he had to do, Omni-Evolution Stan then ordered Trey and Paradox, "Paradox, help Trey revive the others and get them back in action as we talked about."

"Wait a moment, what?! Eon's going to beat you up! We should all fight together!" Trey told Stan not agreeing with the plan.

"Look Kakarot, You're far too weak to fight. I'll draw him off whilst you regain your energy. And don't worry, he has no idea what's coming to him." Omni-Evolution Stan replied to Trey before he joking stated, "Wish me luck!"

Omni-Evolution Stan then flew upwards to confront Eon as Trey looked at Paradox in disbelief.

"This plan had better bloody work Paradox." Trey sarcastically told Paradox.

"Not to worry, Trey the outcome of this battle will soon be at hand. Now, let's start with Kyle!" Paradox told him.

Trey and Paradox then ran off to Kyle who was still lying on the ground unconscious.

Flying through the air, Omni-Evolution Stan then landed on the dirt ground as Eon slowly climbed out of the dirt still struggling to believe that his plan was going to fail.

"This can't be happening! I was so close to winning until you showed up..." Eon angrily ranted gritting his teeth in rage.

"It's called karma. There's one thing you should know Eon. You may be an older version of me, but you're nothing like what I am or ever will be." Omni-Evolution Stan bluntly told him.

Eon chuckled slightly before he then laughed loudly at Stan and told him, "So?! I discarded that identity a lifetime ago my younger counterpart. And do you honestly hope that you can beat me just because your hair colour has changed green?! I've beaten everyone else!"

"You don't know anything about me. After all, you thought I was just a scared kid. But now that I've discovered who I truly am... You're going to pay for everything you've done Eon!" Omni-Evolution Stan loudly boomed out.

"Then come child, come and meet your maker if you wish to die!" Eon chuckled slightly before he held out his arms and roared out, "RARGHHH!" and began powering up.

THWOOSH! RUMBLE! WHAM!

A violent purple aura of energy erupted from his body and surrounded him as the Chronian powered up back to twenty-five percent of his power level.

Watching Eon with a focused grin on his face, Stan bravely thought, _"I'm not strong enough to beat him, but if I can distract him long enough, then the others should be able to take him out. Oh man... Now I'll do this silly power up pose and scream, just this once."_

Holding out his arms, Omni-Evolution Stan looked upwards and yelled out his first-ever Saiyan power-up.

"RARGHH!" Omni-Evolution Stan yelled out loudly as he powered up with a large green aura of energy erupting from his body.

THWOOSH! RUMBLE! WHAM!

The two continued powering up with purple and green auras present in the dark purple sky as Trey and Paradox had arrived near Kyle who was knocked out.

"I still can't believe that's the same person I saw asking me for help back when this mess started. He's certainly taken a level in being a badass." Trey jokingly pointed out as he leaned down near Kyle noticing that his red Codon veins were not pumping blood and very faint and dim.

"Yes, by tapping into his Saiyan cells, Stan can fight more efficiently and become a more headstrong and confident person. Now, then let's get Kyle awake." Paradox replied as he observed Kyle's sparking Ultimatrix.

"I think I know what we have to do," Paradox pointed out as took out a stethoscope from his lab coat and placed it on Kyle's chest.

Back with Eon and Stan...

Having risen his power level, Eon clutched out his left hand and formed a massive purple energy blast with it.

BZZTT! ZAP!

"I'm going to enjoy making you suffer brat! Let's see if you can dodge this!" Eon cockily taunted his foe as his energy aura sparked widely.

In response, Stan deactivated his energy aura and did a standard martial arts guard stance ready to fight Eon.

"I'm ready, now let's get this over with." Omni-Evolution Stan calmly replied.

Smiling darkly, Eon then clenched his left fist before he zipped forward aiming directly towards Omni-Evolution Stan.

WHOOSH! CRASH!

Before Eon could smash into Omni-Evolution Stan, he ended up dodging the attack by mere centimetres as Eon skidded and crumpled onto the floor.

WHOOSH! SMASH! THUD!

Eon quickly recovered as he angrily questioned Omni-Evolution Stan, "Is dodging all you're good at boy?!"

Omni-Evolution Stan merely shrugged back in response before he flew towards Eon as the two combatants began trading punches of equal measure.

SMACK! CRACK! PUNCH! SLAM!

Both of the fighters battled equally with Omni-Evolution Stan having a calm and focused expression on his face whilst Eon had an angry and rage-filled expression on his face.

 _"How can my younger counterpart be so calm like this? And no witty taunt's like everyone else I've faced?! He's certainly something completely different."_ Eon realized trying to find a way to win the battle.

Wanting to change his fighting strategy, Eon then stepped back and activated his Instant Transmission technique.

WHOOSH!

Omni-Evolution Stan's green eyes widened in shock before Eon appeared and then tried to kick the ten-year-old before Stan did something unexpected.

Acting reactionary, Omni-Evolution Stan then placed his index and middle fingers on his forehead before he vanished away from Eon using the Instant Transmission technique.

WHOOSH!

"Impossible!" Eon protested in shock as Omni-Evolution Stan reappeared a few meters behind him having placed his fingers off his forehead.

"Whoa! I can't believe I just did that! I wonder how fast I was then?" Omni-Evolution Stan eagerly rambled on in confusion and excitement.

Crossing over his arms, Eon then figured out what just happened and told Omni-Evolution Stan, "Hmm... It would appear that you have some of the same skills that I have... But non the less, you don't much about your powers and I've had plenty of time to master my abilities."

Grinning back, Omni-Evolution Stan then pointed out, "Who's to say I won't have a few new tricks of my own, you copycat?"

Eon then glared in annoyance before he angrily stated, "That's not possible. Now do me a favour and die!" Before he fired some purple energy blasts at Omni-Evolution Stan.

WHOOSH! BZZTT!

Moving his right hand back and aiming it at Eon, Omni-Evolution Stan then decided to try out a new technique.

"SHOCKWAVE SLAM!" Omni-Evolution Stan loudly called out as his right hand fired out a massive shockwave of air that flew directly towards Eon's energy blasts destroying them before Eon was injured by the attack and knocked backwards onto the dirt ground.

WHOOSH! BLAM! SMASH! WHAM!

Moving his right hand back, Omni-Evolution Stan then jokingly stated, "And the power of a mighty air current is good enough for me."

The young hero then flew upwards in the air before Eon chased after him upwards in the sky having raised his power to fifty percent.

THWOOSH!

Back with Trey, Kyle and Paradox...

"Kyle!" A blurry voice called out to him as he slowly regained consciousness.

With his red cat-like eyes now open, Kyle noticed Paradox and Trey kneeled near him.

"Paradox? What are you doing here... Treez! Oh thank god you're alright." Kyle happily stated with Trey helping up from the dirt ground.

"I'm here to assist in regrouping the team together. And it's good to see you as well Kyle." Paradox replied.

Looking over his arms, Kyle noticed that his Codon force veins were glowing slightly.

"How do you feel Kai?" Trey questioned him.

"Not good. Ultima had to reset my Ultimatrix to prevent Eon from overloading the system and severing the mental connection with Ultima and my aliens." Kyle groggily responded quickly glancing at his Ultimatrix noticing that it was in recharge mode.

THWOOSH! SMACK! BLAM! CRASH!

"Stay still you little brat!" Eon loudly called out from above as explosions shook the sky.

"Catch me if you can!" Omni-Evolution Stan shouted back loudly.

Looking upwards and using his enhanced eye vision, Kyle noticed that Eon was chasing after Omni-Evolution Stan who was flying forwards with a confident expression on his face.

"Wait, Trey. Isn't that..." Kyle began before Trey finished with, "Rookie? Yeah, it is. He's using something called Omni energy to enhance his S-Cells in his form called Omni-Evolution."

"Well, he's doing a very impressive job at distracting Eon." Kyle pointed out curious before he muttered, "I wonder if I could access the Omni energy to get that form as well?"

"Shh... That's considered spoilerific information. You'll have to wait and see." Paradox jokingly informed Kyle.

"Omni energy? That energy source is what allows us to merge a host's DNA to transform into an Alien? Interesting." Ultima's voice then pinged out from Kyle's Ultimatrix.

"Ultima! Is everything okay in there?" Kyle nervously questioned Ultima feeling nervous that Kurama might have tried to escape again.

"Yeah, immediately after the reset happened, Kurama tried to escape, but I used the sealing wood Jitsu technique to trap him back in his cave with Raven, Sugilite, Ghostfreak, Feedback, Firecracker, Shuakaku, Matatabi and Isobu assisted me in preventing him from breaking out," Ultima explained to the group of three.

Thinking about his most dangerous alien, Kurama then decided to taunt Kyle in his head.

 _ **"Why are you such a petty weakling, Kyle? You know you can't beat Eon without me. Unleash my true power and we will make him suffer together once we get the ten tails."**_ Kurama taunted his host with a demonic and evil voice.

 _"Shut the hell up Kurama. I've told you this a million times before, but no matter how many times you manage to get out, I always regain control thanks to my friends and family with you trapped back inside me. So I repeat. Shut. The. Hell. Up."_ Kyle bluntly thought back.

Kurama merely gave off a demonic laugh before he warned Kyle, _**"Hmph. It doesn't matter how long it will take, one day I will get out and reclaim what is rightfully mine. You are merely delaying the inevitable Kyle."**_

Kurama then left Kyle's thoughts behind as Trey shook his shoulder briefly.

"You alright Kyle?" Trey asked him.

Staring back at Trey, Kyle then told him, "Had a brief run-in with Kurama again Trey. So Paradox, where are the others?"

"Kayla and Kosta are currently together whilst we've lost the two Ben's on the arena. To beat Eon we need those two Ben's." Paradox told Kyle and Trey before he remarked, "There's one other thing I should let you both know as well."

"What is it?" Both Kyle and Trey spoke at the same time before they both grinned and declared, "Jinx!"

"Stan's Omni-Evolution form is a temporary form that can only be accessed in times of great distress or positive emotional triggers. I think that the form's energy is slowly depleting over time. Now let's move!" Paradox warned the two.

With a sense of urgency, Kyle and Trey quickly followed Paradox to Kosta and Kayla's location.

At the same time back with Stan and Eon a few moments later...

Omni-Evolution Stan slowly peeked out from a nearby corner behind a large rocky pillar having managed to hide from Eon.

 _"I know hiding seems like a cowardly thing to do, but I need to prove to Eon that even though this arena is his turf, I'm in control."_ Omni-Evolution Stan thought of his battle plan.

Keeping his energy level low, Omni-Evolution Stan slowly looked upwards as all was quiet until...

BZZTT! ZAP! SLASH! THUNK!

Using his Time Split cut with his right hand, Eon sliced a nearby rock boulder into rubble before he yelled to Omni-Evolution Stan, "At last, Now I can end you once and for all!"

Omni-Evolution Stan was then knocked onto the dirt floor having been punched to the side as Eon then raised his Time Split cut to kill Stan.

Gritting his teeth, Omni-Evolution Stan then raised out his left hand and created a bright yellow energy sword which impaled Eon's left leg.

BZZTT! ZAP! SNAP!

"ARGHH! MY LEG!" Eon howled in pain not expecting to be injured like that as Stan's energy sword vanished along with Eon's.

Moving away from Stan, the young hero quickly clambered up from the ground as Omni-Evolution Stan grinned and mocked him, "Ow. That looks like it hurt."

"YOU LITTLE BRAT!" An enraged Eon screamed as he sloppily attempted to punch Stan who carefully dodged the punches.

"Why don't you just give up Eon? You're boring me." Omni-Evolution Stan yawned back before he kicked Eon and sent him skidding into the ground.

WHOOSH! SMACK! KICK!

Landing on the dirt ground, Eon scowled before he slowly realized what Stan wanted.

He wanted him to lose his temper.

Calming down, Eon then smirked and questioned Omni-Evolution Stan, "Nice try. But I'm able to suppress my anger and prevent it from getting the better of me. As for your power, I can feel it slowly declining."

Feeling his eyes briefly morph back to his normal blue colour. Omni-Evolution Stan pointed out, "Even if that's the case, I'm still not going down without a fight."

"You're all alone and..." Eon began before his white eyes widened in shock and he looked upwards before he mumbled, "That's impossible! The pair of you should be beaten and drained of your powers!"

Turning around in confusion, Omni-Evolution Stan then saw Kyle and Trey emerge in different transformed states standing down on two rocky pillars.

Kyle had transformed into a black Mobian hedgehog who had bright red eyes and black skin with a tuff of white fur in the middle of his chest and a tanned muzzle.

The head of the Mobian had quills that pointed upwards whilst the ones on his back pointed downwards along with a small tail as well.

Also, the Mobian was donning a pair of white gloves with black cuffs and red tounges along with wearing a pair of red shoes that had black cuffs and red tounges.

Lastly, The red Ultimatrix symbol was in the middle of his chest as his red Codon arms also glowed a bright red colour.

Kyle had become a Mobian known as Black Streak.

As for Trey?

Trey had transformed into his Sayian DNA sample known as Goku who was slightly taller than Black Streak Kyle.

The subsequent Sayian had tanned skin, who had wide black eyes and matching eyebrows along with spikey black hair that was curved upwards in all sorts of directions.

The Sayian was wearing a red tank top with a white obi around it, black pants, pink wristbands, and black kungfu shoes with white stockings.

A brown furry tail also dangled from the back of the Sayian as well.

The Ultimatrix symbol was in the middle of his chest right in the centre of the red tank top.

Smirking slightly, Omni-Evolution Stan told them, "Kyle and Trey. I presume. Glad you two are back and ready to fight."

"Hmph. You can say that again rookie." Black Streak Kyle replied crossing his arms in a thick and deep voice.

Facing Goku Trey, Omni-Evolution Stan then questioned him, "So that's what a Saiyan looks like?"

"Well, this just what base Goku is generally like. So yeah. Anyway, I and Kyle have a little technique up our sleeves to fight Eon and make him even more tired." Goku Trey replied in a high pitched childlike voice.

At the same time, Eon was being ignored as he mentally realized, _"No! This cannot be! My plan is falling apart because of these dammned children They're like rats!"_

"So do you two need a hand or can you handle this?" Omni-Evolution Stan eagerly asked the two.

"Yes, we'll face Eon now. Besides, you seem like you need to conserve your strength rookie." Kyle suggested to him.

Looking over his green aura which faded slightly and then came back, Omni-Evolution Stan nodded to Kyle before he faced Goku Trey.

"There's something I should say before I go Kakarot, I'm sorry for calling you a freak when you told me the truth." Omni-Evolution Stan honestly admitted back.

"Hey, I'm sorry as well. But for now, go and help Paradox. And yes, we'll have a training session if you'd like one day after this mess is over." Goku Trey sheepishly said, scratching the back of his neck.

"Spoken like a true Saiyan. Best of luck the pair of you!" Omni-Evolution Stan told the two of them before he happily flew off in the sky towards Paradox.

"You know Kyle, The way Stan is acting with the hairstyle and attitude change remind me of somebody I fought a long time ago." Goku Trey told Black Streak Kyle.

"How should I know? Now let's get on with this fight. I and Ali were meant to be training before this mess started and I won't want to miss that." Black Streak Kyle replied.

Facing Eon, the two assumed combat stances before Eon cockily stated, "Hmm... It would now seem that I have to deal with a rat and a monkey. I'm not holding back anymore."

"I'm not a rat! I'm a hedgehog!" Black Streak Kyle angrily ranted back as Goku Trey told him, "A bit hypocritical seeing as how you used to be one."

Eon then screamed, "RARGHH!" And powered up to seventy-five percent of his power with his muscle mass swelling as he grew bigger.

THWOOSH! RUMBLE!

The arena ground once again shook briefly as Eon's purple energy aura returned around him.

"Seeing as how I'm such a sport. I'll let you two power up to as high as you can go in your weakened state." Eon bluntly told the two of them.

Nodding back, Goku Trey and Black Streak Kyle then powered up with an individual yellow aura surrounding them both.

"RARGHH!" Both of the fighters shouted as they began changing with the power up's they received.

THWOOSH! WHAM! RUMBLE!

The arena shook even more as winds and rocky rubble were flying over the area with Eon cockily staring his transformed foes down as the dust cleared.

Black Streak's Kyle black skin turned into a bright golden lemon colour with his eyes morphing an even brighter red colour with his yellow energy aura becoming smooth and flowing around his body.

Goku Trey's tanned skin became more muscular as his height increased slightly with his black hair now spiked upwards and golden yellow with his eyes also becoming an emerald green colour with no visible iris present in them.

His yellow energy aura was jagged and violent.

Both of the Ultimatrix symbols remained the same colour except there was a slight yellow tint towards them on the outside of the circle.

"Now we'll show you true power Eon! The power of teamwork!" Both Super Black Streak Kyle and Super Saiyan Goku Trey called out together.

Ultima's voice then beeped from Kyle's Ultimatrix as she loudly declared, "The power of good always come triumphant in the end!"

"You tried that last time and I beat you before. I'll just do it again! Now perish!" Eon called out as he flew towards the duo at high speed.

In response, Super Black Streak Kyle and Super Saiyan Goku Trey charged together as they let out a war cry both the three fighters collided in a massive explosion of smoke and dust.

WHOOSH! CRAKA-BOOM!

At the same time with Stan...

BLAM! CRASH! BOOM! RUMBLE!

Various explosions shook the arena floor as Omni-Evolution Stan flew in the air looking for Paradox thinking, _"I still can't believe about everything that has just happened today. Maybe I should take a break when I head home."_

"Down here, Stanley!" Paradox called out to him from the rocky ground.

Looking down, Stan spotted Paradox kneeling next to a rock pile of rubble with a dusty Kosta and Kayla sat down in the middle of the rubble.

Landing near the trio, Kayla and Kosta spotted Omni-Evolution Stan for the first time.

"Well, i'm not surprised anymore. Seems like everyone that's a hybrid has some kind of unique transformation these days." Kosta joked smiling at Stan.

"Wow! Look at how awesome you are Stan! What's the secret to that powerup?" An excited Kayla questioned him.

"Forget about that now Kayla!" Omni-Evolution Stan shouted before he stated, "Sorry. I'm just glad you two are okay."

"Hey, we're a bit dusty. But we still want to help Trey and Kyle beat Eon Hopkins." Kosta bluntly told him back.

"That bastard is going to feel my wrath for harming my Benji!" Kayla angrily muttered.

"Paradox. Where are the missing Ben's?" Omni-Evolution Stan questioned the heroic time traveller.

"They're nearby having been scattered to the east and west of here because of Eon. I would highly recommend we split up into groups of two. Once we've relocated them... Then Eon's downfall with be swift and quick." Paradox informed the group.

Wanting to beat Eon, Omni-Evolution Stan nodded and asked Kayla, "Want me to stick with you?"

"Sure, why not? We've been great teammates so far. Kyle said that Ben from my dimension was located east. So let's go!" Kayla suggested to him before the two then ran off eastwards on the ground.

"Let's get going Paradox! We've only got a limited amount of time for Kyle and Trey to hold off Eon!" Kosta reminded Paradox.

Nodding, Paradox and Kosta then sprinted off westwards to regroup the gang for the final push to beat Eon.

At the same time back with Kyle and Trey...

WHOOSH! SMACK! KICK! CRASH! BLAM!

Eon was struggling to hold off both combatants at once with his larger bulk preventing him from moving as fast and doing stronger blows.

There was also the fact that he was rapidly losing stamina as well due to having faced Trey and Kyle earlier.

A golden yellowish ball then tackled Eon in the centre of his chest.

It was Super Black Streak Kyle performing his Homing Attack.

WHOOSH! CRACK!

"ARGH!" Eon screamed in pain as the hole caused by Genocide Trey in his chest then became larger.

Super Black Streak Kyle then jumped back in his humanoid form and unleashed a series of fast and quick punches that Eon rose to block them with his hands.

SMACK! PUNCH! KICK! SLAM!

"So much for being the ultimate version of Eon! You're just a miserable waste of life!" Super Black Streak Kyle taunted Eon.

"Shut your mouth you ungrateful rat!" Eon snapped back as he grabbed hold Super Black Streak Kyle's leg and prepared to throw him when...

"SOLAR FLARE!" Super Saiyan Goku Trey screamed placing his hands to the centre of his face along with his fingers inward.

WHOOSH! ZAP!

A bright white blast of light erupted from the Sayian's hands as Eon ended up being blinded by the flash of the attack.

"MY EYES! CURSED SAYIAN!" Eon shrieked in fury with Super Black Streak Kyle escaping from Eon's grip.

Both of the super-powered beings regrouped together as Eon frantically wiped his eyes trying to regain his vision.

"We're doing better than before! This is looking good!" Super Saiyan Goku Trey pointed out the obvious.

"The reason Eon is doing worse is that his energy level is all over the place. Plus he's feeling angry and stressed out which can make his moves easier to predict." Ultima explained to the two fighters.

"Then we'll just have to push further until he's been beaten for good. Let's go Treez!" Super Black Streak Kyle eagerly called out his partner.

Super Saiyan Goku Trey nodded back as the two then powered up again and charged towards Eon.

THWOOSH! RUMBLE!

Eon was caught off guard as Super Saiyan Goku Trey and Super Black Streak Kyle charged in together punching Eon equally in sync.

SMACK! PUNCH! KICK! CRACK!

Eon was attempting to block the punches but was also hit and injured numerous times before the two kicked Eon equally together.

WHOOSH! KICK!

Eon barely had time to say anything before he was sent flying eastwards before Super Saiyan Goku Trey and Super Black Streak Kyle charged up their signature energy attacks.

WHOOSH! BZZTT! ZAP! SPARK!

Aiming out his glowing right hand, Super Black Streak Kyle gathered Chaos and Chakra energy from his body before he shouted out, "CHAOS RASENGAN!"

At the same time, Super Saiyan Goku Trey cupped his hands together and yelled out, "SUPER KAMEHAMEHA!"

A yellow-reddish energy orb made of Chaos and Chakra energy and a bigger blue Kamehameha fired from both powered heroes slammed into Eon who was sent flying back into several rocks.

WHOOSH! KA-BLAM! BOOM!

A massive shockwave of air blasted the arena with a large mushroom cloud covering Eon with Super Saiyan Goku Trey and Super Black Streak Kyle panting in exhaustion.

"Do you think we got him?" Super Black Streak Kyle questioned his Sayian partner.

"I don't know Kai. He's probably very pissed off right now." Super Saiyan Goku Trey jokingly said back to his Mobian ally.

The ground then began shaking again before rocky rubble and debris went flying everywhere as Eon emerged feeling very tired and angry.

Right now Eon was covered in even more cuts and scars on his armour with a large gaping hole in his chest being present showcasing his grey ashy skin.

Eon's muscles were also larger than before with his power level now having risen to one hundred percent.

Eon's helmet was also slightly cracked as well.

"That was very impressive... But you merely delayed your demise..." A panting Eon mumbled under his breath before his purplish/white eyes widened in shock.

Confused by Eon's look, Super Black Streak Kyle and Super Saiyan Goku Trey looked behind and saw the remaining Omnitrix and Ultimatrix wielders rejoin them.

Omni-Evolution Stan was the first to arrive as he smiled slightly with the others landing nearby in different transformed states.

Kayla had transformed into a hybrid alien known as Atomic-X.

She had a robotic body that belonged to the Atomix alien with her body decorated in black stars with her forearms and chest arms being robotic and large.

Her head was a mixture of Alien X's and Atomix's with a black face and bright pink eyes with her forelegs having Atomix's energy cells coming out of them.

The pink Biomentrix symbol was in the middle of her chest.

"ATOMIC-X!" The female fusion alien greeted everyone with a booming robotic voice.

The next alien was Kosta who had become an alien known as Feedback.

Feedback was a medium-sized humanoid alien that had a black and yellow colour scheme in the middle of his chest.

He had one singular yellow eye and two antennae and a tail with a golden plug on them with his four fingers having square plugs that allowed him to absorb and fire electrical energy.

The yellow Omnitrix symbol was in the middle of his chest.

"FEEDBACK!" The male Teslavorr called out loudly with an electrical tint to his voice.

The next alien was a female Anodite alien that Ben from Trey's dimension had transformed into an alien known as Sorceressa.

Sorceressa was a female humanoid alien who was the same size as Feedback.

She had two green eyes with pink strands of mana hair flowing in the air flowing around her with her having regular hands and feet.

The green Ultimatrix symbol was in the middle of her chest.

"SORCERESSA!" The female Anodite loudly declared in a feminine echoey voice.

As for the other Ben from Kyle's dimension?

He had transformed into a golden Mobian hedgehog who had ruby red eyes with his quills pointed upwards known as Blue Streak.

Normally, Blue Streak was a bright blue colour and had his quills pointing downwards with vibrant green eyes as well.

The Mobian was also wearing some white gloves and a pair of red shoes which had a white strap going across the top with a golden buckled on each foot.

The green Ultimatrix symbol was in the middle of his chest.

"SUPER BLUE STREAK!" The other super Mobian yelled out loudly in light and fair voice.

With the group now arriving together and reunited for the final push against Eon, Paradox watched on a nearby cliff proud of the team working together.

"Maybe we won't need to use the secret weapon after all." Paradox observed everyone together.

Eon could hardly believe what was happening as he remained frozen and speechless thinking, "HOW?! IS. THIS. HAPPENING!?"

Eon gripped his hands on his head as sweat dripped down from his head as he realized something.

He would shortly be defeated and ruined for good.

Eon then began breaking down and was unable to move as a result.

"It's great to see you all back together!" Super Saiyan Goku Trey told everyone.

"But how exactly are you a Super Mobian Ben? I thought you couldn't do that transformation." Super Black Streak Kyle questioned Super Blue Streak, Ben.

"It's a temporary transformation that Paradox showed me how to use." Super Blue Streak Ben explained moving out his arms before he remarked, "Basically, since there are two versions of me in this area. I'm able to power up my Mobian form to be a super one! Pretty handy right?"

"That makes sense actually once you look at how physics and alternate timeline self's work." Ultima's voice pinged out.

The two super Mobians then laughed and hugged each other as Feedback Kosta and Atomic-X Kayla.

"So, I take it was ready to end Eon for good this time Kayla?" Feedback Kosta questioned his ally.

Atomic-X Kayla was to busy looking at Super Blue Streak Ben.

"Um, hello?" Feedback Kosta nervously questioned her.

Looking at Feedback Kosta, Atomic-X Kayla told him, "Sorry, I got distracted by how cute Ben is a super Mobian. And yeah, we will beat Eon. I'm sure of it."

"Well, Ben, I've never seen you as an Anodite before. How'd you do that?" Super Saiyan Goku Trey eagerly asked him.

"There's a feature on the Omnitrix where we can transfer alien DNA from one watch to the other temporarily. Whilst the other version became a Super Mobian, I decided to unleash my full Anodite powers against Eon." Sorceressa Ben told him.

"Sweet! You always did look better with purple instead of green." Super Saiyan Goku Trey joked back before he noticed Omni-Evolution Stan staring off into the distance with his arms crossed.

"Could you excuse me for a moment?" Super Saiyan Goku Trey asked Sorceressa Ben who nodded back and flew off to Atomic-X Kayla and Feedback Kosta.

"You alright Stan?" Super Saiyan Goku Trey questioned Omni-Evolution Stan who replied showing his Human side, "Well... I am. I'm just taking everything I've seen into context. Technically I can't help but question what I've become..."

Leaning down in front of Stan, Trey placed his left hand on his shoulder and told him, "It's not about what you've become. It's the person that you are on the inside. Who the hell cares what other people think about you in situations like this?"

"Yeah, I get that. But will things ever be the same again when I go back home to Bellwood once the summer vacation is over in my reality?" Stan nervously questioned him back.

"Look, I don't know what's going to happen once you're back home. But no matter what happens, you have friends and family to support you. Now we have an evil overlord to finish off." Super Saiyan Goku Trey reminded him back.

Now confident, Omni-Evolution Stan told his ally, "Then let's do so."

The two then rejoined the group of transformed heroes with Super Black Streak Kyle leading the group as Eon stared them down.

"But how is this happening?! I spilt you all up, you should all be fractured and broken. Not unified as one force! It's not fair!" Eon psychopathically broke down.

"Your just a child throwing a temper tantrum aren't you Eon? Well, it's good to see that you finally get the message." Super Black Streak Kyle began.

"Were a united force that has always dealt with evil!" Super Blue Streak Ben pointed out with Atomic-X Kayla saying, "Benji's right! We never back down and we always win!"

Feedback Kosta then told Eon, "If there's one thing that I always know. It's that good always wins over evil!" With Sorceressa Ben then declaring, "This is your final stand Eon! You're finished!"

Omni-Evolution Stan then mocked Eon by saying, "It's just like I said earlier. You're going to pay Eon!" And Super Saiyan Goku Trey then told Eon, "Oh and one last surprise, me and Kyle have been holding back our full power."

Omni-Evolution Stan and Super Blue Streak Ben moved away from their more powerful counterparts as they tapped their Ultimatrix symbols.

BEEP! FLASH!

Both Ultimatrix symbols gained four spikes on the symbol before Kyle and Trey transformed again.

Super Black Streak Kyle's power level spiked even higher whilst Super Saiyan Goku Trey's hair got even spiker with a larger and more violent energy aura around him.

"This is ULTIMATE SUPER SAYIAN GOKU!" The transformed Saiyan roared with Ultimate Black Streak Kyle smirking as well before he declared, "BEHOLD THE ULTIMATE POWER!"

Eon merely laughed madly before he confidently declared, "It doesn't matter how many times you do something fancy! You're nothing but mere insects trembling in my..."

"Can you hear something?" Atomic-X Kayla asked everyone with Omni-Evolution Stan pointing out, "Nope I can't."

"Can we get on the final fight now Kyle?" Ultimate Super Saiyan Goku Trey questioned Ultimate Black Streak Kyle who nodded back.

Ultimate Black Streak Kyle then ordered everyone, "Okay... Let's end this you purple Chronian bastard. Everyone attack!"

The crowd of seven alien heroes then charged into battle as Eon scowled and charged back as well ready to fight to his last dying breath.

Aiming both of his hands at the crowd, Eon fired dozens of purple energy blasts widely with a manic grin on his face.

WHOOSH! BZZTT! BLAM! CRASH! BOOM!

"Split up and attack in groups!" Ultimate Black Streak Kyle ordered everyone who subsequently did just that.

WHOOSH! BZZTT! CRASH! RUMBLE!

With everyone now splitting up, Eon scowled and look around for the others when the two Ben's attacked first.

Flying high, Sorceressa Ben hurled pink mana blasts which threw Eon off balance whilst Super Blue Streak Ben performed a spin dash and rolled forward to Eon's legs and knocked him off balance.

WHOOSH! BZZTT! SMASH! CRUSH! SMACK! CLANG!

Eon ended up knocked onto the floor and attempted to fight the Ben's only for the duo to vanish as Feedback Kosta and Atomic-X Kayla came in and attacked.

Landing near Eon, Atomic-X Kayla smacked his helmet numerous times as she loudly boomed, "THIS IS FOR HARMING KYLE, BENJI AND EVERYONE ELSE I CARE ABOUT!"

SMACK! CRASH! THWACK!

Eon was sent sprawling across the dirt ground with Feedback Kosta then firing a large amount of blue electrical energy from his hands that zapped Eon.

WHOOSH! ZAP! SPARK!

With Eon's body now sparking with electrical energy, Atomic-X Kayla placed her arms together before she shouted out, "HAMINA HAMINA HAMINA HA!"

A massive ball of pink cosmic energy was fired from her hands which ended up burying Eon under the very floor of the arena itself in a huge crater.

WHOOSH! CRASH! RUMBLE!

Feedback Kosta and Atomic-X Kayla then regrouped with the two Ben's.

Omni-Evolution Stan, Ultimate Super Saiyan Goku Trey and Ultimate Black Streak Kyle then began firing dozens of energy and chaos beams right into the large crater Eon was trapped inside of.

WHOOSH! BZZTT! BOOM! CRASH! SMACK! BLAM!

Panting in exhaustion, Omni-Evolution Stan then asked the Ultimate heroes, "Do you think he's down?"

"No, use your most powerful energy beam attack to finish him off!" Ultimate Black Streak Kyle ordered the group.

Ultimate Black Streak Kyle slowly rose up against his right hand and began charging up a massive Rasengan attack of Chakra energy.

BZZZT! ZAP! SPARK!

Facing Ultimate Super Saiyan Goku Trey, Omni-Evolution Stan then told him, "Let's do this together Trey."

"I sure hope you know what you're doing Stan." The older warrior told him back before he cupped his hands together and mumbled, "FULL POWER..."

Noticing Trey and Kyle's example, Stan then remembered some kind of energy wave technique that always seemed to be a part of him.

"KA... ME..." Ultimate Super Saiyan Goku Trey chanted as Omni-Evolution Stan curled his fingers together before placing them at chest level.

WHOOSH! BZZZT!

Smooth blue KI energy began gathering in Ultimate Super Saiyan Goku Trey's hands whilst he mumbled out, "HA... ME..."

Whilst, jagged purple KI energy began gathering in Omni-Evolution Stan's hand as he muttered, "GALICK..."

"RASENGAN!" Ultimate Black Streak Kyle yelled out throwing the energy sphere towards the ground first.

And then the Sayians unleashed their energy attacks at the same time.

"HA!" "GUN!" They both screamed at the same time with the energy beams being unleashed together as they slammed onto the ground with the orb of Chakra energy.

WHOOSH! BZZTT! CRAKA-BOOM! RUMBLE!

The entire arena cracked and rumbled falling apart as the explosion shockwave rattled everyone present with Paradox calmly watching with a large smile on his face.

Ass the smoke cleared up, Omni-Evolution Stan panted and kneeled on the floor with his vibrant green aura flickering in and out of his body as Ultimate Super Saiyan Goku Trey and Ultimate Black Streak Kyle landing on the dirt ground nearby.

"Ha... I think we got him." Omni-Evolution Stan admitted as he slowly stood upright with a faint line of Omni energy present around his body.

"Now I know where I've seen that technique before... One of my old foes Vegeta could do that. Still, you did great Stan." Ultimate Super Saiyan Goku Trey complimented him.

"Thanks. That energy wave of yours was pretty cool as well. And why exactly do you have golden hair?" Omni-Evolution Stan asked him.

Grinning back, Ultimate Super Saiyan Goku Trey told him, "It's a long story. We should regroup with the others."

Smiling, Omni-Evolution Stan then curled up his right fist and raised it to Ultimate Super Saiyan Goku Trey who bro-fisted it.

Walking over to everyone else, Ultimate Black Streak Kyle then told the group, "Well done everybody. You've done very impressively on the battlefield especially that combo attack you did Kayla."

Leaning near Super Blue Streak Ben, Atomic-X Kayla then told him, "I was enraged that Eon harmed my Benji. But now I'm satisfied."

"So, is it finally over?" Feedback Kosta then asked everyone else as the wind howled in the silent air.

Suddenly, Sorceressa Ben's green eyes widened in shock before she told everyone, "Look up in the air!"

The group of seven then looked upwards and spotted Eon in a very damaged and withered state.

Pieces of his armour had been ripped off revealing small gashes of ashy skin with his helmet still being clamped on his head.

Gritting his teeth in anger, Eon then lost it.

"DAMN CHILDREN! I'VE HAD ENOUGH OF YOUR CONTINUED ATTEMPTS TO DEFY MY PLANS! I DON'T CARE ABOUT MY ARENA ANYMORE! I JUST WANT YOU ALL DEAD! AND I KNOW EXACTLY HOW TO WIPE YOU MISERABLE BRATS FROM EXISTENCE!" Eon madly shrieked loudly undergoing a villainous breakdown.

Eon then placed his hands together and began generating a massive amount of Ki energy in his hands as the wind howled loudly with the entire dimension shaking from the force of Eon's power-up.

THWOOSH! Rumble...

The force of the power-up caused everyone to be slightly blown back and cover their arms as Paradox surprisingly remained calm despite everything that was happening.

"What's he doing?!" An inexperienced Omni-Evolution Stan loudly questioned everyone.

"He's generating all of his power into one singular force of energy! If that blast were to hit the arena..." Ultima told the group.

"It'd wipe us all out in an instant! Oh shit!" Ultimate Black Streak Kyle realized in horror.

"I will enjoy annihilating all of you brats! MUAHAHAHA!" Eon loudly declared as his madness and lust for power began overtaking his sanity.

WHOOSH! BZZTT! RUMBLE!

Slowly but surely, a massive energy orb of chaotic red energy slowly appeared in Eon's hands which seemingly grew bigger with every passing second.

"We can't just give up though!" Feedback Kosta rallied everyone in support still wanting to fight.

"But do we even have enough energy to deflect something like that Kosta?!" Super Blue Streak Ben questioned him.

The group then began debating and talking in fear with Ultimate Black Streak Kyle then telling everyone. "There's only one thing to do."

"We're going to combine our energy attacks into one massive energy beam and hurl that sphere back to him." Ultimate Super Saiyan Goku Trey confidently reassured everyone.

"Of course! That's a great idea, Trey!" Sorceressa Ben supported her best friend.

"Okay... So we have a plan, but is this the last time to beat Eon because it's getting annoying to put him down." Atomic-X Kayla snarkily pointed out.

"Yes! In just a few moments... You'll all be disintegrated into ash! MUAHAHAHA!" Eon loudly cackled from above.

"If it's the only way to beat Eon. Then I'm in." Omni-Evolution Stan bluntly told everyone.

"Rookie's right. I want you all to power up to your maximum and fire out your strong attack's possible." Ultimate Black Streak Kyle ordered the group.

"This sure isn't going to be easy. But it's sure as hell going to be awesome." Ultimate Super Saiyan Goku Trey remarked before everyone began powering up.

THWOOSH! RUMBLE!

Different coloured aura's surrounded the group of seven as they all powered up and used the spare energy they had.

With his gigantic energy ball now the size of a small meteorite, Eon then loudly boomed, "At last! My Sphere of Carnage is now complete! Now perish mortals! MUAHAHAHA!"

Eon then hurled the gigantic energy ball towards the arena ground as it rocketed downwards with bolts of electricity shooting off the sphere.

THWOOSH! BZZTT! ZAP! SPARK! RUMBLE! CRACK!

At the same time, the group slowly aimed their hands upwards and fired off energy wave attacks.

"Confringo!" Both of the Bens shouted at the same time firing a large purple bolt of mana energy which they powered up together.

"Take this!" Feedback Kosta shouted out firing a large pair of electrical energy beams from both of his hands.

"HAMINA HAMINA HAMINA HA!" Atomic-X Kayla loudly boomed out as she fired another massive ball of pink cosmic energy from her hands.

"FULL POWER CHAKRA CHAOS SPEAR!" Ultimate Black Streak Kyle called out as he hurled his yellow energy beam towards Eon.

"SUPER KAMEHAMEHA!" Ultimate Super Saiyan Goku Trey called out with his blue energy beam firing up.

"GALICK GUN!" Omni-Evolution Stan lastly shouted as his purple energy beam lastly joined.

WHOOSH! BZZTT! THWOOSH! CRAKACRASH! WHAM! RUMBLE!

The energy orb and the beams slammed into each other as the arena began shaking violently and formed into a bloody red colour with electrical energy being generated from the force of the attack.

The entire situation was insane as a stunned Paradox quickly moved to cover still watching the intense energy orb struggle.

"I won't let any of you win again!" Eon madly shouted out as he slowly fired more energy orbs into the massive red sphere to overwhelm the group of heroes.

WHOOSH! BZZTT! CRASH! RUMBLE!

Eon's Sphere of Carnage pushed the group of heroes back further into the ground as they called out, "HAHHH!"

Slowly but surely, the heroes pushed the Sphere of Carnage back up with a struggling Ultimate Super Saiyan Goku Trey calling out, "We're not going to lose!"

"Oh no, you don't!" Eon shouted back as he pushed the Sphere of Carnage down again.

Everyone screamed again as Kyle thought to Ultima, _"I think it's time we broke the deadlock and wreck Eon!"_

 _"Ah, I know what you mean. Let's get to work!"_ Ultima replied to Kyle.

Gritting his eyes in determination, Ultimate Black Streak Kyle's Codon veins glowed bright red as he began transferring his Chakra and Codon energy.

Crossing his right fingers upwards and his left finger sidewards, The evolved Mobian then called out, "Shadow Clone Jutsu Technique!"

After calling out the technique, a clone of Ultimate Black Streak Kyle then appeared right next to him in a puff of smoke.

WHOOSH! POOF!

Ultimate Black Streak Kyle Clone, "Don't worry other me! I've got this! You go and unleash your full power against Eon!"

The original Ultimate Black Streak Kyle nodded back as his clone then called out, "FULL POWER CHAKRA CHAOS SPEAR!"

WHOOSH! BZZTT!

"What's going on with Kyle?!" Omni-Evolution Stan called out in confusion with Atomic-X Kayla yelling back, "He's summoned a Shadow Clone to help us!"

"Keep it going! I'm going to blow this thing up!" The original version Ultimate Black Streak Kyle called out before he also warned the group, "This may get ugly!"

Flying upwards near Eon's Sphere of Carnage, Ultimate Black Streak Kyle then took off his inhibitor rings which controlled his Codon and Chakra energy.

PING! PING!

Ultimate Black Streak Kyle's body then began glowing a bloody red colour before he growled out loudly, "AHHHH! YOU'RE GOING STRAIGHT TO HELL EON!"

Realizing what Kyle was up to, Eon panicked and shouted out, "OH GOD NO!"

Ultimate Black Streak Kyle then expanded out his glowing red body before he yelled, "CHAOS BLAST!"

WHOOSH! CRAKA-BOOM! WHAM! SMACK!

The force of Kyle's Chaos Blast was so powerful that it fractured Eon's Sphere of Carnage in half!

Ultimate Black Streak Kyle's inhibitor rings then reappeared on his hands as the Mobian flew upward and smacked Eon right in the face with a powerful uppercut punch before kicking and punching him several more times.

WHAM! SMACK! CRACK! SLAM!

"ARGH! DAMN YOU KYLE!" Eon howled in pain as the Mobian then skydived down to the arena ground ignoring Eon's cry of pain.

"Kyle's done it, everyone! Now one final push!" Feedback Kosta motivated the other seven heroes as they all screamed out in unity, "HAHHHHHHHHHHHHH!"

WHOOSH! CRAKA-BLAST! BZZTT!

The next thing Eon knew was that the gigantic combined energy attack had overwhelmed him as his vision faded white.

"NOOO! I'M THE ONE TRUE CHRONIAN GOD! ARGHHH!" Eon screamed as the energy blast then swallowed him up as it exploded.

A titanic mushroom cloud of smoke and debris blasted the arena with the impact as everyone slowly deactivated their energy beams until all went quiet.

Everyone remained on edge until the smoke cloud vanished...

Revealing no trace of Eon at all.

Down below on the arena ground, the dusty group of seven slowly panted in exhaustion before the clone of Ultimate Black Streak Kyle vanished in a puff of smoke.

POOF!

Staring upwards into the sky, Sorcessa Ben then mumbled in shock, "Is Eon gone this time?"

Sensing Eon's energy, Ultimate Super Saiyan Trey eagerly informed him, "Yeah... He's dead... WE WON EVERYBODY!"

The group of six then began cheering loudly as Ultimate Black Streak Kyle walked over to the group before he said, "Well done everyone... Now we should change back. Because I'm drained of my energy."

Agreeing with Kyle, the transformed members of the group changed back to their normal forms in flashes of pink, yellow, green and red lights of Codon energy.

Sorceressa Ben, Feedback Kyle and Atomic-X Kayla transformed back to their humanoid states whilst Super Blue Streak Ben, Ultimate Black Streak Kyle and Ultimate Super Saiyan Trey deactivated their Super/Ultimate forms before they morphed back to normal.

WHOOSH! BEEP! FLASH!

The Ben from Trey's dimension moved over and high fived Kosta whilst the Ben from Kyle's dimension was hugged eagerly by Kayla with Kyle also high-fiving the two as well.

Now back in his normal Doppelganger form, Trey noticed that Omni-Evolution Stan hadn't changed back to normal yet.

"What haven't you changed back Stan?" Trey questioned the glowing ten-year-old.

Omni-Evolution Stan was about to say something when he clutched his chest in pain with his left hand and coughed out, "GAH!"

"Shit!" Trey swore as he quickly moved over and supported Omni-Evolution Stan on his back who kneeled onto the dirt ground.

WHOOSH! BZZTT! SPARK! ZAP!

Steam leaked out of Stan's sweating body as the green aura slowly vanished with his fiery dark green hair and eyebrows changing back to normal.

Panting in exhaustion, Stan blinked his green eyes briefly which were now back to the bright blue colour Stan normally had.

Stan's Omnitrix was also now on its red recharging mode with the holographic voice beeping out, "Warning! Omni-Energy supply is low. Recharge mode activated."

"Huh... I guess it's going to be a while before I can access that form again." Stan quietly mumbled panting slightly.

"Stan! Are you alright?!" Trey nervously asked Stan still unsure of what just happened.

Staring into Trey's light gold eyes, Stan quickly explained, "Yeah... I am. It hurts reverting. Plus I tend to have memory loss as a side effect."

"Man, that sucks. But still, you're okay." Trey happily replied with Stan smiling as well before he realized something.

"Oh wow... Which means that with Eon beaten, I can go back home now!" Stan joyfully stated feeling relieved that the Eon crisis was now over.

"Yeah... Same here with me and Ellie." Trey told Stan before he pointed out, "Still it's going to be sad saying goodbye to everyone again."

"And not a moment too sooner." Paradox then introduced himself arriving on the scene.

"Paradox!" Everyone called out before they gathered around him as the heroic time traveller then fumbled around in his upper coat pocket.

"Here Stanley, these belong to you." Paradox handed Stan his brown glasses back.

Adjusting his vision, Stan placed the glasses back on his head before he stood up as Kyle then asked Paradox, "So Paradox. Care to explain why you allowed Eon to beat the crap out of us?"

"Well, to beat someone like Eon, I decided it was best that he'd be worn down and then everyone would be able to team up against him for the last push. I may able to see the outcomes of most events, but I don't exactly know how they will occur. My apologies to all of you though for any pain I may have caused you." Paradox fully explained apologising at the end.

"Hey, It wasn't your fault Paradox. It was Eon's fault for even starting this mess, to begin with." Trey pointed out before he quipped, "And what a dumbass he sure was."

There were murmurs amongst the group of seven before Paradox said, "Yes, I suppose you're right Tremaine."

"Now then everybody, I wanted to congratulate you all for managing to beat the newest version of Eon. It just goes to show that no matter..." Paradox rambled on before his eyes widened in shock.

"That's impossible." Paradox mumbled in horror before everyone then realized the horrific truth.

Eon was still alive as the very fabric of the dimension began shaking.

"How is he even still alive after all that?!" The Ben from Kyle's dimension nervously muttered hugging Kayla.

"His power level is insane! My energy level readings are off the charts!" Ultima's voice pinged out from Kyle's Ultimatrix.

 ** _"KYLE! TENNYSON! TREY! SERGAUSON! RAARRRGHHHH!"_ **Eon loudly screamed before a world-shattering violent purple energy beam blasted out from within the very sky itself.

THWOOSH! CRAKA-RUMBLE! ZAP! SPARK! CRASH!

The stunned group of eight looked upwards and spotted Eon who looked even more damaged than before as he stopped powering up.

Even more pieces of armour had been ripped off revealing medium-sized chunks of his ashy skin.

But the worst part?

His entire helmet had been shattered off showcasing Eon's ashy and ruined head with his whiteish purplish eyes now a violent and dark red colour indicating Eon had truly lost it.

Panting in exhaustion with purple blood leaking off his skin, Eon madly shook before he decided to unleash his hidden power once and for all.

Because of Eon somehow surviving, the entire group had differing reactions.

Paradox, Kyle and Trey watched on in shock and determination to win, As Kosta and the Ben from Trey's dimension watched on in horror and fear whilst the Ben from Kyle's dimension, Kayla and Stan was terrified.

"Oh my god... I've never seen someone this determined to win since Vilgax!" Kayla mumbled in horror feeling afraid of what Eon was up to as she hugged Ben tighter.

"Just what is he up to?!" Kosta nervously pointed out with the other Ben saying, "I have no idea what's even real anymore at this point!"

Holding out his right arm, Eon then loudly declared, _**"LIGHT OF PURE DIVINITY! STRIKE ME NOW AND GRANT ME YOUR POWER SO I CAN BECOME ONE WITH REALITY ITSELF!"**_

ZAP! SPARK! RUMBLE! CRASH! WHAM!

The entire dimension began shaking as purple lightning bolts then struck Eon who madly laughed out as he began growing in size...

"That's... He's becoming an omnipotent being..." Stan realized as he continued shaking in fear.

 _ **"YES... YES! THE POWER TO CRUSH THOSE IN MY WAY IS FINALLY MINE! I WILL SOON MERGE WITH REALITY ITSELF! MUAHAHAHAHAHA!"**_ Eon laughed unhinged as he finally finished powering up and landed on the ground.

WHOOSH! SLAM!

The new version of Eon was now twice the size of what he had been before with his muscle mass had grown to accommodate his new body size.

With his dark red eyes scanning the environment, Eon then confidently declared, _**"YES... YES! THE POWER IS UNLIKE ANYTHING IN HISTORY... I'M JUST NOT A CHRONIAN GOD ANYMORE... I AM DEATH ITSELF... AND I HAVE COME TO DO THE DEVIL'S WORK..."**_

The mutated Chronian/Saiyan hybrid then chuckled loudly before he began searching for the Omnitrix and Ultimatrix wielders ready to rip them apart into shreds.

THUD! THUD! THUD!

"I'll distract Eon. You know what must be done." Paradox told Kyle and Trey before he went off to distract Eon.

With the situation now so severe and desperate, Kyle and Trey looked at each other.

"Trey. I think it's time we bring out the secret weapon." Kyle confidently remarked to him.

"You mean... Oh hell yeah." A grinning Trey replied with Ultima's voice saying, "Should be awesome to be part of Infinity!"

Facing the others, Kyle then told them, "Everyone! Gather around! It's time we summoned Infinity!"

Upon hearing that name, the group immediately cheered up as a confused Stan then asked the others, "Who's Infinity?! Is he the secret person we can call for help?!"

"Infinity is the secret person that is a combined entity with all our powers! He's the last resort we're going to use!" The Ben from Trey's dimension told Stan as he moved in between Kosta and Trey.

"You mean... We become a person united as one?!" A speechless Stan mumbled under his breath with Kosta stating, "Pretty much yeah, we've all had experience with Infinity before. All we need to do is stack our watches together."

Stan looked at the others before he confidently remarked to the group, "I'm in. We're going to do whatever it takes to win and I'm not giving up now!"

"That's the spirit, Stan! Now come and join us! Oh and don't worry, your memories are kept private." Kayla said standing in between the Ben from Kyle's dimension and Kyle himself.

Nodding back, Stan slowly moved in between Kyle and Trey smiling brightly with the group placing their Omnitrix's, Ultimatrix's and a singular Biomnitrix in a pile of seven hands.

"Nice. Now, everyone, I need you to repeat what I say." Kyle carefully instructed the group before he called out, "Now say this, SYNCH MODE ACTIVATE!"

"SYNCH MODE ACTIVATE!" The group of seven wielders then called out loudly as Stan closed his eyes bracing himself for the oncoming storm.

WHOOSH! ZAP! SPARK! FLASH!

Various beams of coloured energy lashed out into the sky including, Pink, Green, Red and Yellow.

The group of heroes then slowly vanished into the massive and colourful energy beam each being represented by a different colour stream.

ZAP! SPARK! RUMBLE!

The colour streams then joined up into one singular entity as a bright light of the coloured energy travelled across the pillar...

And slowly from the smoke Infinity emerged flexing their muscles have been reborn for the third time.

Infinity is a humanoid individual who is a mixed-race teenage person.

Infinity's hair is long and curly with it being coloured blonde, brown and black in numerous places.

Infinity has two human eyes with one being red and the other being green with black irises in them.

Infinity's clothes consisted off a green, red, pink and yellow t-shirt along with a pair of black track pants and black combat boots.

Infinity also had an Omnitrix/Ultimatrix symbol in the middle of their chest that was glowing, green, red, yellow and pink at the same time.

Smiling confidently, Infinity cracked his neck before they said with an echoey voice that had the tones of the seven wielders, "Ah... It's fantastic to be back after all this time! I haven't been used since the Highbreed invasion back in Kyle's dimension. And yet I feel different somehow. Hmm..."

WHOOSH! CRAKA-BLAM! Rumble...

 _ **"LET ME PUT YOU BACK TOGETHER AND TAKE YOU APART PARADOX! IT WON'T HURT!"**_ Eon roared as he fired purple energy blasts towards Paradox who was dodging them.

"I'd rather not you fiendish brute! I'm rather good looking already!" Paradox jokingly replied with a calm expression on his face.

Eon growled in response.

WHOOSH! BZZTT! BLAM!

"Oh right! I'd better fight Eon and save the Omniverse. Again." Infinity sarcastically pointed out as the fusion then teleported right in front of Paradox.

WHOOSH! ZIP!

Confused, Eon screeched to a halt and saw Infinity for the first time who assumed a battle stance in front of Paradox.

 ** _"WHAT? WHO THE HELL ARE YOU?"_** Eon demanded the fusion in front of him.

"Name's Infinity and I'm a fusion of all the Omnitrix and Ultimatrix wielders." Infinity cockily taunted Eon cracking his neck.

"Ah of course. Good to see you again after all this time Infinity. And Eon, this is your demise I was referring to." Paradox told Infinity and Eon.

 ** _"THIS CHANGES NOTHING OLD MAN!"_** Eon mocked Paradox before he bluntly told Infinity, _**"**_ _ **AS FOR YOU... SINCE YOU'RE ALL NOW TOGETHER AS ONE, I CAN NOW KILL YOU QUICKER YOU MISHAPPEN ABOMINATION."**_

"Mishappen Abomination? You looked in the mirror recently Eon?" Infinity jokingly remarked back.

 ** _"GAH! I GROW TIRED OF YOUR BANTER! WHY DON'T YOU JUST SHUT UP AND STAY QUIET?!"_** Eon angrily roared back ferally.

"Eh, it's fun, plus Trey and Kyle are the perfect combinations for quips and jokes. Now let's play a game I like to call... Catch me if you can!" Infinity taunted Eon back.

Infinity then flew off into the air upwards as a colourful Codon energy aura surrounded him blasting off into the sky.

THWOOSH!

 _ **"I'M GOING TO MAKE YOU SUFFER!"**_ Eon roared back before he powered up with a dark and corrupt purple energy aura as he chased after Infinity.

THWOOSH!

"Now let's see how the very final battle will take shape for Eon's demise." Paradox proudly stated as he watched the two fight.

Aiming both of his hands at Infinity, Eon fired dozens of large and destructive purple energy beams that homed in on Infinity like missiles.

WHOOSH! BZZTT! BLAM!

Flying at supersonic speeds in the air, Infinity swiftly dodged the energy blasts before he yawned slightly swatting the energy blasts aside.

"Pretty good attempt at trying to catch me Eon." Infinity sarcastically mocked the mutated Chronian/Saiyan hybrid.

 _ **"SILENCE MORTAL!"**_ Eon loudly boomed back as he began firing random Death Beams at Infinity.

WHOOSH! BZZTT!

In response, Infinity shouted out, "CHAOS SPEAR!" And fired dozens of small Chaos Spears at Eon's Death Beams.

WHOOSH! BZZTT! BOOM!

The energy beams exploded with a large mushroom cloud with Infinity and Eon trading fast and powerful blows at each other once the smoke cleared up.

SMACK! PUNCH! CRACK! WHAM!

Infinity quickly guarded being smacked by Eon before he used one of his newest techniques.

The Instant Transmission.

WHOOSH!

Vanishing behind Eon, Infinity then performed a series of rapid-fire kicks that stunned Eon's back and neck.

SMACK! KICK! WHOOSH! CRACK!

Eon then hurled one of his large arms towards Infinity who grabbed it and hurled Eon onto the dirt ground.

WHOOSH! CRASH! SLAM!

 ** _"GAH!"_ **Eon grunted in pain as he rose up and attempted to kick Infinity with his leg only for the powerful fusion to flip backwards and dodge it via a somersault.

WHOOSH! THUD!

Scowling, Eon formed a larger version of his Time Split Cut attack from his right hand and attempted to slice Infinity in half with it.

BZZTT! ZAP!

In response, Infinity morphed his right hand into a Goopy substance and splat some goop into Eon's face whilst he also morphed his left hand into a bright yellow energy sword which impaled Eon's chest.

WHOOSH! SPLAT! BZZTT! ZAP!

Eon quickly peeled the goop off his head before his intense red eyes glared at the yellow energy sword in his chest.

"What's the matter? Aren't you supposed to be the top god after all?" Infinity cockily remarked to Eon.

 ** _"YES, I AM. THIS PAIN YOU INFLICT ON ME ISN'T PERMANENT YOU KNOW. MY ZENKAI BOOSTS WIL MERELY GET STRONGER AS I CONTINUE TO ADAPT TO YOUR POWER."_** Eon boastfully boomed back.

"Well, I'll let you in on a little secret Eon. I've been holding back my true power." Infinity bluntly told him retracting their yellow energy sword.

BZZTT! ZAP!

Eon's red eyes widened comically before he loudly declared, _" **OF COURSE! YOU CAN GO..."**_

"Super Saiyan? Yes. I can." Infinity chuckled before he began powering up as he screamed, "RARGHHH!"

THWOOSH! RUMBLE! WHAM!

Much like before and other times, the arena shook briefly as Infinity powered up.

Infinity's long hair spiked up immediately becoming a bright golden yellow colour as the coloured green and red eyes both became an emerald green colour with no visible iris present in them with a smooth energy aura surrounding the fused entity.

Clutching their fists, Infinity then cockily stated and screamed towards the sky, "This is SUPER SAIYAN INFINITY! RARGHH!"

THWOOSH! RUMBLE! WHAM!

 ** _"CHEAP PARTY TRICKS! I'VE SEEN IT ALL BEFORE!"_** Eon roared back before he sprinted towards Super Saiyan Infinity.

Super Saiyan Infinity grinned and then flew towards Eon who raised his right fist and prepared to slam him when...

"SHOCKWAVE SLAM!" Infinity boomed out as his left hand formed out numerous air punch's that flew towards Eon and slammed him in the chest.

 ** _"NOT AGAIN!"_** Eon howled in pain as the mutated monstrosity slammed into numerous boulders before he crashed onto the dirt ground.

WHOOSH! BLAM! SMASH! WHAM! CRASH! RUMBLE!

Recovering quickly, Eon then angrily fired out more random purple energy blasts towards Infinity.

WHOOSH! BZZTT! BLAM! CRASH!

Grinning confidently, Super Saiyan Infinity dodged the energy blasts and flew up in the air before he held up his arms and began gathering a huge amount of coloured energy from different aliens thanks to the seven wielders that made up his fusion.

THWOOSH! BZZTT! ZAP! SPARK! RUMBLE!

"GAHHHHAAA!" Infinity loudly screamed gritting his teeth as he unleashed the gigantic energy attack with KI Beams, Mana Beams, Chaos Beams and Chakra Beams along with other energy-based attacks from the other alien's which plummeted towards the ground.

WHOOSH! SMASH! BLAM! CRASH! SMACK! WHAM! BOOM! CRAKABLAST!

A gigantic smoke cloud covered the area before Eon flew up directly towards Infinity with a purple energy shield around him.

BZZTT! CRASH! WHOOSH!

 ** _"IS THAT ALL YOU'VE GOT INFINITY?! I'LL JUST KEEP GETTING STRONGER!"_** Eon loudly roared flying towards Infinity having deactivated his energy shield.

"Oh crap!" Infinity cursed in shock as the two warriors continued trading blows and dodging each other across the ruined arena landscape.

SMACK! PUNCH! ZIP! KICK! THWOOSH! CRASH! SLAM! THUD! ZIP!

Eon then decided to finish Infinity off by charging up a special Galick Gun attack as Super Saiyan Infinity responded with a black and white Kamehameha attack.

 ** _"HELLZONE GALICK GUN!"_** Eon boomed out loudly whilst Super Saiyan Infinity shouted out at the same time, "AZERATH METRION KAMEHAMEHA!"

A reddish Galick Gun beam that had a purple tint slammed towards a black and blue Kamehameha beam which both then exploded.

And shattered the fabric between the dimensions.

WHOOSH! BZZTT! FLASH! THWOOSH! CRAKA-BZZTT!

Shocked, Super Saiyan Infinity then realized where he was as he floated in the dimensional fabric between dimensions and other realities that weren't even connected to the Omniverse.

"Huh. Looks like me and Eon must have been so strong we broke through reality quite literally." Super Saiyan Infinity remarked to himself.

WHOOSH! SMACK! PUNCH!

Eon then punched Super Saiyan Infinity who managed to block the attack before Eon reminded him, _**"DON'T FORGET ABOUT ME BRAT!"**_

Super Saiyan Infinity and Eon continued trading punches and blows as the two warriors ended up travelling through the dimension fabric passing many of the major dimensions where other Omnitrix and Ultimatrix users inhabited.

WHOOSH! SMACK! PUNCH! KICK! CRASH! CRACK!

With one final punch from both sides, Super Saiyan Infinity and Eon ended up back in Eon's private dimension.

PUNCH! FLASH! THWOOSH! CRAKABZZTT!

Skidding across the dirt ground, Eon ferally glared at Super Saiyan Infinity who was standing on the opposite side having assumed his battle stance.

 _ **"MY POWER... I CAN'T CONTROL IT!**_ ** _MUAHAHAHAHAHA!"_** Eon madly laughed as his energy aura came back as he grew in power even more.

THWOOSH! RUMBLE! WHAM!

The shockwave was so powerful that Super Saiyan Infinity was pushed back before he mumbled under his breath, "He's losing control off all that power! Time to bring out the big guns!"

Infinity then did something incredible.

He combined Trey's Super Saiyan form with Kyle's Super Mobian ability.

Infinity's energy aura grew even larger and more vibrant as his left eye morphed into that of a Mobian red one with a black iris present whilst his right Sayian eye remained the same.

Infinity's yellow hair also spiked up even more and became even more golden as a result.

"HAAA! _**RARGHH!**_ " Super SSJ Infinity and Eon loudly screamed as they finished powering up.

THWOOSH! RUMBLE! WHAM!

Looking at Super SSJ Infinity, Eon loudly chuckled and boasted, **_"READY FOR THE FINAL SHOWDOWN BOY?"_**

Super SSJ Infinity chuckled back before he bluntly stated, "More like your showdown."

Unimpressed, Eon clenched his left fist before he zipped forward and attempted to crush Super SSJ Infinity with a large purple energy orb.

WHOOSH! BZZTT! ZAP!

In response, Super SSJ Infinity reflected the energy orb with a single shockwave by moving back his right arm as the energy blast exploded in Eon's face.

BOOM! SMASH!

Eon stumbled back in shock before Super SSJ Infinity them morphed his feet into Heatblast ones and kicked Eon and burning his face at the same time.

KICK! BLAST! WHOOSH!

 _ **"ARGHHH!"**_ Eon howled in pain as Super SSJ Infinity then morphed his feet back to normal and sprinted towards Eon with both of his hands having morphed into Gadget Cat ones.

Super SSJ Infinity then used Gadget Cat's Quick Select ability and generated two large rocket launchers that formed connected to his hands due to Infinity's nature.

WHOOSH! ZAP!

The weapon that was generated by Infinity was a square-ish rocket launcher that had dozens of missile holes present in them on both of his hands.

The weapon in question?

It was the R.Y.N.O.

One of the most powerful rocket launchers made in existence that was available as a black market weapon.

"Time to Rip Ya a New One." Super SSJ Infinity cockily muttered before he fired the missiles towards Eon out of his hands.

The missiles randomly flew towards Eon and exploded with smoke and debris covering the area as SSJ Infinity sprinted forward whilst still firing missiles.

WHOOSH! WHEE! CRASH! BOOM!

Struggling to contain the amount of power within him, Eon then screamed, _**"RARGHHH!"**_ and fired a massive purple energy beam that exploded from his mouth.

WHOOSH! BZZTT! SMASH! BLAST!

Smoke and debris covered the area as Super SSJ Infinity used Instant Transmission to teleport behind Eon as he fired the last of the R.Y.N.O missiles towards him.

WHOOSH! WHEE! CRASH! BOOM! SLAM!

Morphing his hands back to normal, Super SSJ Infinity then morphed his hands again by tapping into Kurama's power briefly having taken no chances to beat Eon for good and prevent him from getting stronger.

THWOOSH! WHAM! RUMBLE!

An orange aura of Chakra energy surrounded Super SSJ Infinity before he grasped his hands together and fired dozens of orange Chakra energy orbs towards Eon.

WHOOSH! BZZTT! SMASH! CRAKABLAM! SMASH! BOOM!

 _ **"NO! I'M LOSING MY POWER! THIS CAN'T BE HAPPENING!"**_ Eon screeched in pain and fury feeling the full blow of Kurama's power as he slowly lost his energy with his red eyes turning back to his whiteish ones with no purple present at all.

Super SSJ Infinity then deactivated Kurama's energy power before he powered up again by tapping into the Codon energy of all the Omnitrix and Ultimatrix wielders within the fusion.

THWOOSH! WHAM! RUMBLE!

Super SSJ Infinity placed his right hand upwards and began powering up a new technique as glowing rainbow coloured energy began appearing in his right hand.

"And now for something brand new! Feel the wrath of my STARDUST BREAKER EON!" Super SSJ Infinity screamed before the fusion hurled the glowing energy sphere of Codon energy towards Eon.

The Stardust Breaker sphere then exploded and created a gigantic mushroom cloud.

WHOOSH! CRAKA-BOOM! CRAKA-BLAST! SMASH! CRASH!

 _ **"ARGHHH**_ HHHHHhhhhh!" Eon howled in pain and agony as the Stardust Breaker energy sphere stripped away his negative Chronian based powers as he shrunk back down to his normal size.

WHOOSH! Rumble...

Panting in exhaustion, Super SSJ Infinity moved his hands back to normal and saw something incredible as the smoke faded away.

It was Eon who was back in his normal and withered form now drained and exhausted off all his power.

A stark contrast from the beginning of the fight where he was in prime condition and full of strength.

Now he was a decaying withered version of his former self.

Sat down against a rock, Eon panted and croaked out with his now permanent white eyes scanning the area, "How... Could I lose? I should have won..."

"Oh wow. It's finally over." Super SSJ Infinity realized as the fusion then morphed back to their base form losing the golden aura and hair.

WHOOSH! BZZTT! SPARK! ZAP!

Panting slightly, Infinity slowly walked over to the injured and battered Eon with Paradox watching from a nearby cliff face with a bright smile on his face.

"Well done Infinity. I'm proud of how far you've come." Paradox mentioned with the Eon crisis now slowly ending.

Glaring up at Infinity, Eon sighed and stared at the fusion in guilt and depression.

"What... Do you want?" Withered Eon rasped back in pain as Infinity studied the fallen Chronian/Saiyan hybrid.

"You know Eon, I feel slightly sympathetic for what happened to you." Infinity bluntly told him kneeling.

"Of course... You would... Good always wins over evil in the end..." Withered Eon groaned back in pain before he asked Infinity, "May I make... A request...?"

"Huh?" Infinity questioned the person who had caused everyone in him a lot of trauma and pain.

"Promise me... that you'll fix the mess... I've made... I now know... What kind of monster... I've become... So, please... End my suffering... So that I may... Rejoin my loved ones... including the love of my life... Gwen Tennyson..." Withered Eon sadly rasped out in pain and agony.

Infinity then knew why Eon had snapped and gone insane, he lost his loved one.

And suddenly everything made sense and fell into place.

Sighing, Infinity then told Withered Eon, "I'm sorry for what happened to you seeing as how you were pushed beyond you're breaking point because of Vilgax. However, you are responsible for causing this whole mess, to begin with. Who knows what could have happened if I hadn't stopped you here and now?"

Withered Eon then sighed and begged Infinity, "I know... And I'm sorry... for all the pain I've caused you... So just end it already..."

Unsure of what to do, Infinity placed their finger across their head slowly thinking about what to do before the fusion smiled.

"I've got it! Eon, I'm not going to kill you." Infinity bluntly told him having thought of his idea.

"What?... But why spare me..." Withered Eon groaned back shocked by Infinity's suggestion.

"It's because the various wielders within me all believe that you can have a chance at redemption and fixing the mistake's you've done," Infinity told him showcasing their generous side.

"You mean... I can have a second... Chance at life...? Thank you..." Withered Eon crookedly smiled at Infinity.

"Don't thank me. I'm just feeling generous. But you cause more pain and suffering and I will end you." Infinity coldly warned him showcasing their angry side.

Withered Eon merely nodded before Infinity rose out his hands and created a coloured time portal behind Eon using Alien X's power.

FLASH! THWOOSH! BZZTT!

"This portal will take you to the Null Void in Trey's dimension. You'll be safe and you'll have a good chance at redemption there." Infinity told him.

Feeling the coloured time portal absorb him, Withered Eon then said his famous last words, "Thank you... Everybody..."

The coloured time portal then closed in on itself trapping Withered Eon inside the Null Void in Trey's reality.

FLASH! THWOOSH! BZZTT!

The wind in Eon's private dimension then howled slightly before Paradox approached Infinity having walked over to him.

"Well done Infinity, I knew you'd win against Eon in the end." Paradox congratulated the fused entity.

Facing Paradox, Infinity crossed their arms and asked him, "Did you know that would occur?"

"Yes, I did. That version of Eon may prove useful in the future as a key ally." Paradox told Infinity.

"So basically, every version of Stan that exists is so pure-hearted and gentle, that even if they've turned evil, they have a face heel turn and help us out?" Infinity questioned Paradox in awe and wonder.

"That is correct. You should be aware that I can't just reveal how events in time occur by now Infinity." Paradox cautioned him.

"Fair enough. So shall we head back to the Omni-Tower and help out Team Arsenal and Kyle beat the remaining Chronian forces?" Infinity eagerly asked him.

"Yes, and don't worry Infinity. The problem has solved itself," Paradox replied.

At the same time, a few minutes earlier back in Trey's dimension before Eon's downfall in the Omni-Tower...

WHOOSH! SMASH! BLAM!

"KEEP THE DOORS SEALED SHUT AT ALL COSTS!" Ali ordered everybody like a drill sergeant.

In what many were considering to be Deja Vu, the last members of Eon's Chronian army were attempting to break into the control room as once again, the group of the remaining teenagers were attempting to keep the doors shut at all costs.

"Now this is fricken Deja Vu!" Aubrie angrily complained having kneeled near Kevin 11 2.0.

"Just hold the door! Logan and Gwen are nearly done in deactivating the energy portal!" Kevin 11 2.0. replied.

SLAM! THUD!

"PUSH!" The Chronian soldiers called out on the other side of the door.

SMACK! SLAM! THUD!

"How's the progress going in turning off the machine?!" Ellie called out to Logan and Gwen.

Tap! Tap! Tap!

Logan and Older Gwen inputted the last of the commands into the large computer before Gwen called out, "It's ready to go!"

"DO IT!" The group of teenagers called out from the door together

A smirking Logan then declared, "Time to halt the invasion for good!"

And pressed a singular key on the control panel.

Tap!

The effect was catastrophic for the Chronian forces.

THWOOSH! KA-BOOM! RUMBLE!

The clouds then began glowing purple as a huge time wave then exploded and moved across the city.

The Chronain spaces ships were dragged back upwards and vanished into time and space with the various Chronian soldiers left behind also vanishing as well.

Just before...

WHOOSH! CRAKA-RUMBLE! CRAKA-FLASH!

A blinding flash of purple light then covered the Omni-Tower as everyone looked around in disbelief having covered their eyes.

Omni-Tower was back to it's the normal and pristine condition with any traces of Chronian presence completely gone.

Everything had been reverted to the way it was before the Chronian crisis began.

"What just happened?!" Ellie nervously questioned the group before Skurd pointed out, "Logan and Gwen reversed the polarity."

"Which means?" Ellie continued before Logan and Gwen walked over and explained, "Basically, we reversed what Eon did when he showed up here by using the Omni-Tower as a receiver which sent Eon's forces back to wherever they came from. An additional side effect is that we also managed to reverse Eon's invasion from ever occurring."

"And that everything is back to normal finally," Kevin replied looking out the window onto the streets of Bellwood below watching a pair of futuristic vehicles fly past the tower into the air.

Breathing a sigh of relief, Ali then told everyone, "Great work everybody. Now we should find Paradox and the Ultimatrix and Omnitrix wielders."

FLASH! THWOOSH! BZZTT!

A blue time portal generated by Paradox then opened up in the control room which caught everyone's attention as they recognised the figures.

"Greetings again everyone." Paradox walked out first before a smirking Infinity then emerged and stated, "What's up guys? Guess who came back for the third time?"

Ali, Gwen, Kevin, Logan, Aubrie, Skurd and Ellie moved over to Infinity and greeted him eagerly.

"I'm sorry, but who exactly are you?" A confused Aubrie questioned Skurd and Infinity.

"My name is Infinity and I'm a fusion of all the Omnitrix and Ultimatrix wielders." Infinity smiled back noticing Aubrie and Ellie.

"So does that mean Trey is inside you as well?" Ellie carefully questioned the fusion looking over their body.

"Yep. The Doppelganger is watching you right now inside of me." Infinity chuckled to everybody in the control room.

"Wow... So you killed Eon right?" Ellie then asked Infinity who carefully stated back, "Sort of. It's complicated."

"Now then everyone, I'd like you all to stand near me so we can proceed back to my laboratory. Then we can all send you back home to each of your dimensions." Paradox told the group.

"Wait a moment! I'm just going to lock up the Omni-Tower so no one breaks inside!" Logan then told everyone.

Following that, Everybody then walked into the time portal with Paradox following on as it slowly closed off.

FLASH! THWOOSH! BZZTT!

At the same time in Paradox's laboratory...

Young Ben, Young Gwen and Max were quietly sat down on the couch in Paradox's living quarters before Young Ben then complained to Max, "How much longer do we have to wait I'm bored."

"As long as it's necessary until Eon is beaten, Benjamin." Max bluntly told him back.

Young Ben remained quiet as Max noticed Young Gwen thinking to herself.

"You okay Gwen?" Max questioned Young Gwen who admitted back, "I'm fine Grandpa. I'm just thinking about everything that's happened and my relationship with Stan over the weeks since he found the Omnitrix."

Max was about to reply when a blue time portal appeared in the laboratory.

FLASH! THWOOSH! BZZTT!

Looking over, the group of three watched as Kyle and Trey's allies walked into the area followed on by Paradox and lastly Infinity.

"Greetings Tennyson Trio! I'm proud to reveal that Eon has finally been beaten which means we can all go home!" Infinity introduced himself once again.

The Tennyson group from Stan's dimension moved over to Infinity while Paradox walked over to his dimensional teleporter machine and turned it on.

Beep... WHIRRR!

"So, who exactly are you?" Young Ben questioned Infinity for the dozenth time.

Feeling somewhat annoyed, Infinity then sighed and told the group, "Name's Infinity and I'm a fusion of the Omnitrix and Ultimatrix wielders with two older versions of you as part of me. Yeah... It's complicated."

Young Ben dropped his jaw as Max chuckled and told Infinity, "Well, you're certainly something else."

Moving forward, Young Gwen then quietly asked the fusion, "I don't mean to be rude... But can you please change back to normal? I want to see Stan again."

Smiling slightly, Infinity noticed everyone else with Ellie, Ali and Aubrie winking at Infinity.

"Okay... time to change back." Infinity mumbled under his breath before he moved to the centre of the laboratory and told everyone, "Alright everybody! I'm changing back to the people you all know and love!"

Turning around from his computer, Paradox then told Infinity, "It's been an honour to have you around again Infinity."

"Likewise Paradox. Hopefully, it won't take a few more years or longer for me to reappear a fourth time." Infinity sarcastically joked before the fusion then winked and tapped the glowing Omnitrix/Ultimatrix symbol in the middle of their chest.

BEEP! WHOOSH! ZAP! SPARK! FLASH!

Just like last time, various beams of coloured energy emerged from Infinity's body before the fusion separated back into the seven wielders each one represented by a different colour stream.

Everyone in the laboratory also covered their eyes briefly before it slowly faded.

Slowly the two Older Ben's, Kyle, Kayla, Kosta, Trey and Stan emerged from the coloured cloud of light each feeling different.

"Man... That was certainly something else." The Older Ben from Trey's dimension pointed out with the Ben from Kyle's dimension saying, "Hey, you get used to it after a while. I've been involved with Infinity each time."

Kayla then ran over to the Older Ben from Kyle's dimension and hugged him tightly catching him off guard.

"You did great out there Benji. Now come here for your reward." Kayla heartwarmingly informed him.

Blushing, Older Ben (Kyle) then told his older counterpart, "Got to go. Woah!"

Looking around, the other Older Ben then saw Aubrie Rose as he smiled confidently and moved over to her.

"So great to see you again Ali." Kyle smiled staring into Ali's unique mismatched eyes.

Staring back into Kyle's bright red cat-like eyes, Ali then told him, "Oh Kyle... You know I am so glad I met you all those years ago when we kids."

"Same here. That moment I first met when the version of Eon from my dimension showed up meant something to me. We are soul mates and always will be." Kyle told her with a smile on his face.

"Of course... I knew that you two had feelings from the start when Kyle first put me on." Ultima then pointed out to two.

"Then kiss me, you sexy Mobian." Ali jokingly replied before Kyle told her, "Of course you handsome Osmosian."

The two then began making out whilst Trey and Ellie were hugging each other tightly.

"It's okay babe. I'd never let anything happen to you." Trey sighed happily nuzzling Ellie's dark black hair.

"I know you won't honey. So care to explain to me everything about with Infinity and the final battle against Eon?" A curious Ellie gently asked him.

"I'll tell you some other time. But for now, how about a hero's return kiss?" Trey snarkily joked back.

Ellie and Trey then slowly took the time to make out whilst Stan was looking around at the other Omnitrix and Ultimatrix wielders in the room.

Stan also noticed that Logan, Skurd, Kosta, Young Ben, Max and Paradox were talking to each other in a group near Paradox's interdimensional teleporter.

"Well, I guess everyone is celebrating. I should..." Stan mumbled under his breath before he froze and saw Young Gwen standing near him.

"Hey, Stan. So I guess everything went great?" Young Gwen nervously questioned him as she twizzled her fingers.

Scratching the back of his head, Stan then nervously replied, "Well... I umm... The final battle was very long, to put it bluntly. Plus I know I'm not Human anymore as well."

Young Gwen then grinned and explained to Stan, "You're not the only one who's not Human. My older counterpart explained that I and Ben are alien's known as Anodites. For me, it's more active. But for Ben, it's not."

"Really? Well, I was aware Ben was one, but not you. It seems like once we get back home nothing is ever going to be the same again." Stan replied to her not sure what his future would be.

"Ah, excellent! Everyone, I've calibrated the dimensional teleporter!" Paradox then informed the group of twenty in the room.

Everyone then gathered around Paradox's teleporter, as he locked onto the dimensional coordinates one at a time.

Tap! Beep! Flick!

"First up, I've locked onto Kyle's dimension. So it's time to send you all home right before this crisis with Eon occurred." Paradox informed Kyle's group as the blue portal opened up revealing the underground base that Kyle's team used.

Immediately the various members of Kyle's team began saying goodbye.

Young Ben, Max and Logan shook Kevin's hand before Max told him, "It's good to know that you'll become a fine young man in our dimension."

"Good news is that you won't have to worry about me for the rest of your summer vacation," Kevin replied before Logan told him, "Take care man."

"You too," Kevin replied before he walked over to the teleporter as Kayla finished hugging Ellie before she moved over to the other wielders.

"Even though we didn't interact much, it was still nice to meet you." Kayla told Ellie who replied, "I feel the same way."

Young Gwen shook her older counterpart's hand as the two exchanged a goodbye whilst Aubrie and Ali bro fisted each other saying goodbye as well.

"Take care of yourself, Kyle." Kosta shook Kyle's hand as he nodded back before he faced Trey.

Placing his hand on Kyle's shoulder, Trey told him, "Well Kai. I guess this is goodbye for a while. Hell, it's been fun seeing you again after all this time."

"Same here Treez. I hope things go great for you back on Tetris Nova with Ellie and your team back on Earth. Oh and don't forget, call me and my team if you need a hand when shit is going down." Kyle replied before the two then bro fisted each other.

"Well other me, take care." The older Ben from Kyle's dimension told his counterpart who jokingly said, "Guess I won't be looking in the mirror anymore."

"Goodbye, Kayla. And thanks for upgrading my Omnitrix." Stan thanked Kayla who shook his hand back before replying, "Any time. Just glad to help out a fellow Omnitrix wielder."

Kyle, Kayla and the Ben from Kyle's dimension then moved over to Ali, Kevin and the Older Gwen near the teleport as everyone waved goodbye on either side of the laboratory.

The group then walked into the portal one at a time before Kyle and Kayla smirked and took one last glance at the others before they walked into the portal as well vanishing.

WHOOSH! ZAP! WHIRRR!

Paradox then moved back to his computer and began changing the dimensional coordinates again.

Tap! Beep! Flick!

"Next up, is Kosta Blake's dimension." Paradox told the group as a blue time portal of Kosta's high school classroom emerged looking clean before the Chornian crisis began.

Kosta sighed slightly and then told the large group of thirteen, "Well everyone. It's been an honour to meet old friends and see new ones. I hope to see you all again one day soon."

"Of course! Just make sure it's not several years if we see you again!" Trey snarkily joked standing near Older Ben and Ellie whilst Stan was standing with his group as everyone waved goodbye.

Kosta then smiled back and walked off into the blue time portal with a confident expression on his face and vanished from the laboratory.

WHOOSH! ZAP! WHIRRR!

Paradox then moved back to his computer and changed the dimensional coordinates a third time.

Tap! Beep! Flick!

"And now it's your turn to head back team Arsenal." Paradox told the other group as a blue time portal of the Omni-Tower in Trey's version of Bellwood emerged.

"Can't wait to see Victor and Marian again." Logan happily muttered loudly as he, Older Ben, Aubrie and Skurd proceeded to the portal when...

"Wait a moment! I've forgotten to tell you three something." Paradox realized before he called out to them.

"Before the Eon crisis began, you all reunited at an earlier point in time then you should have. So you will all have suppressed memories of this event." Paradox informed them.

"But why Paradox?" Older Ben asked Paradox before he told him, "Something will happen soon that will affect off all you significantly. Especially you Benjamin."

"Can we go home now please?" Aubrie questioned the group before Skurd pointed out, "I agree with Aubrie on this matter."

Logan, Older Ben, Aubrie and Skurd then walked over to the teleporter as the remaining group waved goodbye.

"Bye other older me!" Young Ben waved to his counterpart who smiled back and called out, "You too!"

Logan glanced at Trey before he replied, "See you around Treez. Or should I say Arsenal?"

"It's your decision. Loges. Take care of yourself and your family." Trey said nodding to Logan.

Logan nodded back with a smile as the group walked into the blue time portal and vanished from the laboratory.

WHOOSH! ZAP! WHIRRR!

Smiling, Paradox then moved back to his computer and changed the dimensional coordinates for the fourth and final time.

"Now it's your turn to go home. Stan and associates." Paradox told the last group as a blue time portal of the Rust Bucket in the forest clearing emerged.

"We're going home..." Gwen pointed out with Ben saying, "It's about time."

The Tennyson trio then walked forward with Stan moving last before he then told them, "Could you excuse me for a moment? I have to say goodbye."

"Take as long as you need to Stan." Max gently replied to him as Trey moved away from Ellie as she told him, "Go and say goodbye."

Moving away from the Tennyson Trio, Stan walked over Trey in the same position as when they first met.

"Well uh, Stan... I guess this is goodbye." Trey nervously told him as he couldn't help but feel sad and happy at the same time.

"Yeah... You know If I hadn't met you... Then I would never have found who I truly am being a half Sayian. And..." Stan sputtered out struggling to talk.

"And?" Trey eagerly questioned him kneeling and placing his left hand on Stan's shoulder.

"And I see a future for myself. One where I can hopefully find my dad and just continue enjoying my even more wonderful life, Trey." Stan happily pointed out.

"I was just glad to help you out, Stan. And now you can go home with your family and continue your journey to become a hero." Trey smiled proudly.

"Yeah... I um... Er... Ah, screw it." Stan nervously mumbled before he then hugged Trey in a brotherly style hug.

Trey was caught off guard before he heard Stan sniffle slightly and tell him, "You're like the older brother I've always wanted but never had."

Trey couldn't help but just hug Stan back in response as everyone else watched on happily shocked by how close the brotherly bond the two had become.

Trey and Stan then moved away as the Doppelganger sniffed slightly and wiped a tear of one of his amber eyes.

"Got a bit of sleep in my eyes." Trey jokingly replied to Stan who smiled back and told him, "Still doing quips huh?"

"Yeah, It's one of my defining traits," Trey stated before he spotted Paradox right near him.

"Will Stan remember any of this doc?" Trey nervously questioned Paradox.

"Yes, he will. Tremaine. Now it's time you went home, Stanley." Paradox informed the two.

Nodding back, Ellie moved over with Trey as Stan walked near the Tennyson Trio at the blue time portal.

Having waved goodbye, Ben and Gwen walked first into the portal as Max and Stan remained behind.

"Oh, Max, Before you two go, Do you know what Stan's real Saiyan name is?" Trey eagerly questioned him.

Facing, Trey, Max then told him, "Of course, it's Avoca. Nopple took great pride in choosing that name for Stan."

Trey and Ellie couldn't help but snicker whilst Paradox just smiled.

"I'm named after an Avocado?! Good grief." An embarrassed Stan pointed out as Max smirked and walked into the blue time portal.

Facing Trey, Ellie and Paradox once more, Stan smiled and then told the group of three, "Until we meet again everyone!"

Stan then walked back into the blue time portal and vanished before it subsequently closed off.

WHOOSH! ZAP! WHIRRR!

Paradox then smiled and deactivated his dimensional teleporter before he told Trey and Ellie, "Now to drop you two off back home."

"We appreciate it Paradox. We do." Ellie told him back before Trey pointed out, "At least we can have some quiet time now. Maybe you could train me to control Bloodsucker's powers?"

Meanwhile back in Dimension XJ987 a few hours in that reality...

It was a bright and sunny day in the open clearing with the Rust Bucket parked up nearby.

Inside the Rust Bucket, Stan slowly opened his blue eyes and looked around having been placed on his bed.

"Huh? Oh, my head..." Stan complained as he climbed off his bed and realized where he was.

"Wait a moment... No way! All that stuff with Eon?! And the other wielders! But I don't recall much about it!" Stan mumbled under his breath frantically.

Moving towards the RV door, Stan slowly opened it and stepped outside.

Creak...

Looking around, Stan spotted Ben, Gwen and Max.

Ben and Gwen were talking near each other whilst Max was setting up the canvas on the Rust Bucket.

Spotting Stan, Max smiled and told him, "Hey there kiddo, you alright?"

"I just had the craziest dream! Some older people had Omnitrixes like me, a time traveller who wore a lab coat, and some kind of massive battle which I don't know much about." Stan excitedly rambled on attracting the attention of Ben and Gwen.

"Uh, are you sure all that happened? The only thing I can recall occurring in the whole debacle with Vilgax and Kevin 11 in the Null Void." Ben then pointed out not remembering what happened due to the presence of three Ben's in one-time zone interacting at once.

"Ben's right. I'm sorry Stan, but we don't what you're talking about." Gwen then shrugged back to him having suppressed memories as well.

Max then suggested to Ben and Gwen, "Why don't you two make yourself useful for a brief moment? I and Stan are going to have a quick chat inside the Rust Bucket."

Ben and Gwen nodded back as Stan and Max walked back into the Rust Bucket.

Creak... THUD!

Stan then sat down on the side chair on the RV as Max kneeled near him before he bluntly pointed out, "First things, first. That dream you had about that experience about Eon? It was all real."

"Really?! But how did it even happen?! It sounds completely insane to even think and talk about." Stan rambled on before he calmed down and stated to Max, "So we can confirm that the entire debacle with Eon happened. And it was not fake after all?"

"Of course it was. Why would I be lying to you?" Max began before he realized his mistake as Stan frowned at Max slightly.

"Oh... Look, the only reason I kept those things secret from you was that I was unsure of how you would handle the reveal of who you were. But things went way out of hand before I could tell you so I'm sorry." Max fully admitted to him.

"Look, Uncle Max, I understand that and I'm not afraid of who I am anymore. You've seen how much I've changed ever since I found this Omnitrix." Stan told Max showcasing the alien device that had started his adventure as a hero.

Smiling slightly, Max then told Stan, "And if it's one thing I know. We'll probably end up running into that incredible group of young heroes again one day. There might even be more new people with them next time."

"Yeah, that would make a lot of sense for that to happen. But for now, I'm just glad to be home." Stan bluntly told him with a grin on his face.

"So, how do you feel about lunch? I bet your Saiyan instincts for food might be kicking in right about..." A grinning Max told him.

Rumble...

Stan's stomach then grumbled slightly before he groaned and pointed out, "I'm still the same person and I won't go overboard with eating. But the idea of something to eat does sound nice."

"Well, I'll make some Tuna and Ham sandwiches and I've got some apples as well," Max told him before he moved to the cupboards and began rummaging around for some bread.

Looking out the back window, Stan then couldn't help but reflect what he had been through on his latest and longest adventure.

His question about meeting other Omnitrix and Ultimatrix wielders had come true and he also discovered that time travel was possible.

So it's not like things could get any crazier for him right?

He was so dead wrong.

Not knowing what would happen, Stan sighed and mentally thought in his head, _"I just hope that those wielders including Kyle, Kayla, Kosta and Trey along with the two Ben's are doing great out there. Although I'm unsure of how long it will be until I see them again... Ah well."_

Stan then moved off his bed and helped Max by sorting out the food supplies.

Back with Paradox in his laboratory...

After sending Trey and Ellie back to thier apartment on Tetris Nova, Paradox was currently viewing what everyone was up to having viewed Stan and his group.

Ultima, Kyle, Kayla, Ali, Ben, Gwen and Kevin were currently hanging out in the base with Kyle, Kayla, Kevin, Ultima, Ali, Gwen and Ben playing Super Smash Bros for Wii U having fun together as a team.

Kosta was greeting Aiden and Mayta again back in his high school and was telling them about what had happened to the pair.

Logan, Aubrie, Ben, and Skurd were clearing up in the Omni-Tower whilst Logan had been reunited with Marian and Victor who he was happily taking care off.

Whilst Trey and Ellie were clearing up in thier apartment and romantically exchanging jokes.

Paradox then smiled and then decided to see what Eon was up to.

Tap! Beep! Flick!

The screen changed as Paradox noticed Eon slowly making his way across the Null Void landscape with a determined expression on his face.

"I"ll be keeping a close eye on you." Paradox mumbled under his breath before he remarked, "Let's just hope you can become a better person."

Paradox then turned off his computer and decided to read a book on quantum physics.

Moving over to his library, Paradox sighed and then muttered to himself, "I truly cannot wait to see what else will happen in this Omniverse. It truly is an incredible place to be in."

Paradox then smiled happily and sat down on his couch and began reading his book on quantum physics thinking about how incredible the team of Omnitrix and Ultimatrix wielders were and would become as their lives continued.

The End of Crisis in the Omniverse, Heroes Reunited, Part 2.

 **Author's note and credits for the crossover:**

 **Written, developed and beta-read by Luke Starkiller over four months from February 2019 to May 2019.**

 **Idea suggestion for the crossover by Makaveli X T.**

 **Inspiration for the crossover: Ben 10: Race Against Time, Arrowverse: Crisis on Earth X, X-Men Days of Future Past, Ratchet and Clank: A Crack in Time.**

 **Featuring fan-made characters created by, Luke Starkiller, Makaveli X T, KingDelOrbe, DriveMaxUltraDynamoZord and Xflasher02.**

 **Featuring characters from Ben 10 created by Man of Action and Cartoon Network.**

 **Featuring characters from Watchmen and Teen Titans created by Alan Moore and DC Comics.**

 **Featuring characters, items and abilities from Sonic the Hedgehog created by Sega and Sonic Team.**

 **Featuring characters, items and abilities from Dragonball created by Akira Toriyama and Toei Animation.**

 **Featuring characters, items and abilities from Naruto created by Masashi Kishimoto and Pierrot.**

 **Featuring a character from Ratchet and Clank created by Insomniac Games.**

 **And Starring:**

 **Stan Hopkins and Stan's version of Eon created by Luke Starkiller from Stan 10.**

 **Trey Serguason, Ellie Stroker, Aubrie Rose, Infinity created by Makaveli X T from the fanfictions: Arsenal: Hero Generation and The Extraordinary Arsenal.**

 **Logan Gold created by KingDelOrbe from the fanfictions: Arsenal: Hero** **Generation and The Extraordinary Arsenal.**

 **Kyle Tennyson, Kayla Tennyson, Ali Levin and Ultima created by DriveMaxUltraDynamoZord from the fanfictions: The Night I became Ben 10 and Kyle 10: Alien Force.**

 **Kosta Blake, Aiden and Mayta created by Xflasher02 from the fanfiction: Alienate.**

 **Ben Tennyson, Gwen Tennyson, Max Tennyson, Kevin and Paradox created by Man of Action.**

 **Special Thanks:**

 **A very special thank you from the author to Makaveli X T, KingDelOrbe,** **DriveMaxUltraDynamoZord and Xflasher02 for allowing me to use the characters that you created and have developed for many years which I've grown up reading as a teenager in my spare time whenever I felt bored or stressed out.**

 **As a writer, I'm so grateful that you've allowed Stan to interact with these unique and amazing characters throughout the crossover.**

 **As always, If you'd like me to change anything about how I've handled your original characters, PM me and I'll change it in the next update for the chapters!**

 **Because if you're going to write something great and people want reasonable changes, it should be changed in my opinion.**

 **And lastly, I wanted to thank you all of your readers for being patient during this long creative time during the crossover especially those who have recently joined and have been reading Stan's adventure so far.**

 **Your feedback and support are what keeps me motivated to keep writing and push the boundaries of what I can write overall.**

 **And yes, feel free to leave a lot off feedback and criticism in the reviews as always! I don't mind reading reviews, ;)**

 **With the epic crossover now completed, I'll be starting work on the first chapter for Part 3 within the coming days whilst also tweaking the crossover chapter with suggestions based off the feedback you've left me.**

 **Anyway, I think that wraps up everything, so sit back tight and read it again if you want to!**

 **Also, feel free to check out the original stories where these other characters originated from.**

 **Until then, see you in the first chapter of Part 3!**


	28. Chapter 28: Symbiosis

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins is a character made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome to the first chapter of Part 3! This chapter introduces the group encountering some custom made Symbiotes from Marvel comics for the first time.**

 **Also, a rather old foe from Chapter 3 of Part 1 makes his grand return in that none of you readers would ever think he would come back.**

 **I'd say more, but I don't want to spoil anything, so sit back and enjoy reading this chapter.**

 **And as always, ah... you know what I mean by now.**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: Having managed to survive the encounter with both Vilgax and Kevin 11, Stan thought that things couldn't get any crazier.

He was so wrong.

A new genocidal threat known as Eon emerged who was the leader of a massive army of time travelling aliens known as Chronian's.

During the conflict which spread across several other realities, Stan met Paradox for the first time having previously watched him before.

Thanks to Paradox's help, Stan met older and experienced Omnitrix and Ultimatrix wielders known as Kyle, Kayla, Logan and Trey along with some older Ben's.

Working with the others, Stan not only discovered that Eon was an older version of him from an alternate timeline, but he also discovered that he was not Human.

Instead, he was a Half Sayian Human hybrid.

Now knowing what he truly was, Stan ploughed through and helped the others to beat Eon.

Following this latest and extraordinary event incident, the group returned to their home dimension and continued their summer vacation.

However, an old foe has been buying his time for vengeance whilst a new terrifying threat will soon be unleashed upon Earth.

With the two forces colliding together, an unexpected ally will soon turn Ben Tennyson's life upside down and grant him powers he never thought possible...

Chapter 28: 'Symbiosis.'

(Flashback)

A week before the events of 'Ghostfreaked Out...'

Somewhere in the cold depths of the Solar System...

The Earth glowed a luminous blue colour brightly in the cold depths of space as no extraterrestrial space ships orbited the planet.

Near the moon, however, a single rocky meteorite zipped past at light speed heading towards the planet below.

WHOOSH! ZIP!

The destination of where it was going?

The United States of America.

At the same time on the planet itself...

The full moon dominated the cloudy grey skies above the Indiana Army Ammunition Plant outside the city of Jeffersonville in the state of Indiana.

Having been abandoned a long time ago, the plant had several watchtowers, a large gated fence around the facility along with a large main factory building in the centre of the complex where bullets and weapons were manufactured.

However, the plant was not empty.

Dozens of mercenaries wearing silver jumpsuits, mercenary style armour and gear slowly patrolled the outskirts of the factory whilst the watchtowers were guarded as well.

Inside was just as busy.

A mercenary walked into a corridor carrying a large box full of supplies into the main chamber of the facility.

Inside, various mercenaries were repairing the machines within the factory as ammunition was slowly manufactured and produced on the conveyor belts.

Whirrr... Groan... Rumble...

In the old manager's office which was filled with hunting trophies and newspaper articles, a familiar foe was sat down on an old leather chair reading a series of newspaper reports.

It was Jonah Melville.

Like previous villains, Jonah looked essentially the same, except he now had a small scar on his nose from when Ripjaws had beaten him during the Krakken incident.

Reading the newspaper articles, Jonah took a sip off some Amercian Beer he had been drinking before he scowled at the headlines which stated below,

'Rapid City destroyed in Alien Invasion!' 'Underwater hotel opening cancelled due to alien activity?' 'Numerous super villains emerge!' 'Alien sightings continue to increase.'

Still remembering his failure of a plan a month ago, Jonah had slowly been rebuilding his forces and had decided to spend all of his money to get revenge on Stan and his team.

"Tch. Damn brat and those cursed aliens. He ruined my chance of spending a lifetime in the Bahamas with all that money." Jonah scowled angrily before he turned his head to the wall.

It was a newspaper cutout of Ripjaws Kevin robbing the bank in Chicago which had various hunting knifes pinned on the image.

Moving away from his desk, Jonah faced the newspaper article and mumbled under his breath, "I swear, the next time you appear fish freak, you're as good as dead."

Creak...

The door to the manager's office then opened as a mercenary walked into the office, "Uh, boss... We got the weapon delivery from Hammer Industries."

Smiling, Jonah then turned around and told the mercenary, "Excellent work. Give Justin Hammer my warm regards and thanks for providing me with his technology during the failed Krakken heist. Now leave."

The mercenary then walked out of the office as Jonah continued thinking about his plans just before...

Rumble...

The factory shook slightly as Jonah looked upwards in confusion and muttered, "What the devil?"

WHOOSH! SMASH! KA-BOOM!

A massive explosion then shook the compound outside the main building.

WHOOSH! KA-RUMBLE!

Shocked, Jonah quickly moved to his desk and spoke into an intercom, "Something big just landed outside! Find it and kill whatever freaking thing it is if you have to."

Jonah then moved over to his work table and grabbed a hunting knife along with a Glock pistol cocking it.

Obeying Jonah's orders, the mercenaries quickly moved outside the building as Jonah joined them.

Outside the building in the complex a few mins later...

SCREECH! WHOOSH!

Several high tech trucks and cars drove up near the impact site as to where the meteorite had ended up.

The meteorite had crashed into the ground leaving a massive crater that was filled with rocky debris and rubble from the impact site.

Stepping out of a black car, Jonah observed the impact site with intrigue and curiosity as the mercenaries surrounded the site.

"Sheesh, what is that thing anyway?" One of the mercenaries dumbly questioned his partner.

"It's some kind of giant rock from space. Dumbass." His partner sarcastically told him.

"Shut up! The boss is here!" Another mercenary warned the group of two.

Ignoring the bickering mercenaries, Jonah moved to the two of them and told them, "You three with me."

Nodding the mercenaries followed Jonah as they skidded into the dirt crater.

Rumble... Groan...

The meteorite then groaned as Jonah and the mercenaries slowly approached it.

"Uh, boss. But since when do rocks from space groan?" One of the mercenaries asked Jonah.

"We could have found something alien." Another mercenary suggested.

Looking closer at the rock, Jonah noticed that it did not only seem to be groaning, but something was sloshing inside.

Rumble... Slither... Splosh... Groan...

"Yes, I believe we have found something alien." Jonah pointed out before he looked at one of the mercenaries and told him, "Jack! Move to the meteorite and see what's inside of it."

The mercenary nodded back and cocked his Mp5K before he moved closer to the meteorite peering inside one of the holes present.

"Uh, it seems clear boss..." The mercenary called out before something slimily tackled the mercenary.

WHOOSH! SPLAT!

"GAH!" The mercenary gagged in pain as a dark orange slimy mass with tainted blue veins slowly squelched into his mouth.

Jonah couldn't believe what he was seeing as the mercenary slowly collapsed onto the ground before he stood up and began firing his Mp5K widely.

BLAST! PEW! BLAM! PEW! THUNK! SMASH! CLANG!

The mercenaries quickly opened fire in response and shot the possessed mercenary in response who fell onto the floor deceased.

"Idiots! We just lost someone! Grunts like yourself are hard to come by!" Jonah criticized his mercenaries who remained silent.

Sighing, Jonah then motioned to his soldiers to stay silent before he moved over to the possessed mercenary and leaned down near his body.

And then the alien took its chance to attack.

WHOOSH! SPLAT!

The dark orange slimy mass then squelched out of the mercenaries body and squelched into Jonah's kneeling body.

Shocked, Jonah ended up dropping his weapons on the ground before his eyes became a pale white colour with no iris in them along with his tanned skin developing an orangey colour around his body before he screamed, "ARGHHH!"

The mercenaries watched in shock and horror before several more different blobs of slimy mass slowly emerged from the meteorite and began moving out of the dirt crater.

Jonah then moved upwards and glared at his mercenaries with a demonic smile as the alien blobs slowly moved out of the meteorite.

What were the alien blobs you are wondering?

They were Symbiotes, a parasitic alien blob species that took control of hosts and used them to their own needs.

Unbeknownst to the large group of mercenaries at the factory, however...

A sole meteorite fragment had crashed outside further away from the complex having been disconnected from the larger meteorite.

WHOOSH! SMASH! SLAM!

Dirt and debris were sent flying through the air as a smaller meteorite fragment with holes had buried itself in the ground.

And then another slimy blob mass emerged, except this one seemed smaller along with being coloured green and having light brown veins across its body.

Rumble... Slither...

Looking around, the smaller Symbiote then spotted an old repair truck that was currently parked near the side of a road.

Knowing that it had to reunite with his brethren, the alien slowly attached itself to the bottom of the truck before it drove off into the distance with an unknown occupant hanging underneath.

A few weeks later in the present day after the events of 'Heroes Reunited...'

It was a regular average day as The Rust Bucket drove across on a busy highway road.

Inside, Max drove the RV whilst listening to Take Me Home, Country Roads on the radio humming the song's lyrics to himself.

"Country Roads, Take Me Home..." Max happily hummed to himself enjoying the music.

"I thought you just liked rock music, Grandpa." Gwen inquired to him sat down next to him.

"I mainly like rock music, but I have a taste for all musical genres Gwen," Max told her back before he questioned her, "So do you know where we're going next?"

"Yeah, Mega-Mall-Opolis. It should be a great shopping trip!" An excited Gwen eagerly replied.

In the middle of the RV at the table booth, Ben and Stan were sat on opposite sides as Stan activated the Omnitrix for the first time that day.

BEEP! FLASH!

"Welcome back to the Omnitrix, User, Stanley Hopkins. All systems engaged. Master Control feature activated. Scanning Mode activated. Radiation Mode activated. Randomizer Mode deactivated. Life Form Lock deactivated. Recalibration Mode deactivated. Communications interface activated. Have a very safe day." Stan's Omnitrix fully beeped out the new voice-activated greeting that had been programmed into it.

"That information was too much for me to handle." Ben snarkily pointed out before he told Stan who was scrolling through his aliens, "So what's up with the voice?"

"Well, I don't exactly remember how, but someone upgraded my Omnitrix and gave it a few tweaks, including alphabetical organization for all my aliens by name with the bonus of the alien's names underneath along with the voice modulator as well. Pretty awesome huh Ben?"

Shrugging back, Ben then placed his feet on the table and told Stan, "I guess that is pretty cool. But still, I wish that well... Both you and Gwen had amazing stuff happen to you both. I want something unique to happen to me too."

"I know Ben, but we have to be honest. I only found the Omnitrix by sheer accident. Gwen only found the magical stuff by mere accident. It's a one in one hundred chance." Stan truthfully told him.

"I understand that. And I was never jealous of you having powers, unlike a certain dweeb." Ben told him glaring at Gwen slightly.

"Give it a rest doofus, that was a lifetime ago and I've gotten over that." Gwen angrily replied to him.

"Alright, that's enough you two. We have a long journey ahead of us to Mega-Mall-Opolis and I don't want any arguing from the lot of you. Understand?" Max questioned the three kids.

The three kids nodded back before Ben then questioned Max, "Can we stop at the next service station and get something to eat Grandpa? I'm hungry."

"Sure, we're running low on fuel anyway," Max told him before the Rust Bucket drove off the interstate and down a bypass road to a service station.

 _"Ah well, Seems like it's just going to be an average day with no alien activity. Hopefully."_ Stan thought in his head hoping for a normal day.

A few moments earlier at the service station...

A large transportation goods lorry screeched to a halt outside the service station and parked up near the back of the building.

Creak...

Stepping out of the driving cabin, the lorry driver walked to the back of the truck as a pair of workers came over to him.

"Morning Bill, you been doing good recently?" One of the workers called out to him.

"Been doing fine, thanks mate." The lorry driver greeted him back.

Little did the two know, that inside the storage truck that the green slimy blob clung into the inside of a storage crate having consumed some pork meat.

Creak...

The green Symbiote then felt the crate shake slightly before it realized he was being taken somewhere.

Feeling annoyed, the Symbiote growled wanting to find a good host to bond with so that he could reunite with his brethren.

It was so annoying that he had been cast out as always, and that he would try to find a way to regroup with the others.

But the worst part was his embarrassing name being the runt of the Symbiote pack.

Nibbler.

He felt like a nobody whilst his superior known as Frenzy was the alpha male of the Symbiote pack.

Hell, the entire reason, Nibbler and the other Symbiote's had ended up on Earth was so that they could hunt and kill the Omnitrix user since he had made his presence known.

Wanting to find and hunt the Omnitrix user first, Nibbler slowly remained quiet as the service workers carefully transported the goods box into the station.

Inside the service station at the same time...

As Max filled the Rust Bucket with gas outside whilst keeping an eye out for car hijackers or robbers, the kids were inside the service station.

Gwen was browsing the magazine section whilst Stan was carefully looking around the fruit and veg area whilst Ben was looking at some DVDs.

"Hmm... Supercop. Meet the cop that can't be stopped." Ben spoke having analyzed the contents of the DVD with a poster of Jackie Chan on it.

"Supercop huh? I still think Point Break is the best action cop film in my opinion." Stan pointed out as he walked over to Ben holding an apple and a bottle of water.

"Fair enough, now maybe some of the cereal boxes here have a golden Sumo Slammer card I can finally get," Ben suggested to Stan who nodded back.

"Yeah, well just don't go rummaging through the boxes as Grey Matter again, Stan," Gwen warned him carrying a tourism magazine and some food boxes.

Stan fearfully nodded back before the service station door opened as Max walked in ready to pay for the fuel service.

"You three kids ready to go?" Max questioned them together.

Little did the group know that in the ventilation system in the ceiling, Nibbler was squelching around.

Rumble... Splat... Squelch...

After being transported into the service station, Nibbler had managed to sneak into a nearby vent duct.

Thinking about his next move, Nibbler's scent had picked up excess Codon energy leaking off a Terran's body.

Having found the trail of the hunt, Nibbler decided to try and find a suitable host to bond with to claim his prize as a result.

Squelching through the vents, Nibbler slowly spotted the group of four and sniffed them out.

The Omnitrix wielder who was a male half Sayian hybrid who was his primary target.

An old Terran male who seemed rather useless and would not make a good host because of his advanced age.

A female half Anodite hybrid who seemed strong but didn't suit his needs either due to the amount of magical energy being emitted from her body.

And then he spotted the perfect host for him.

A male half Anodite hybrid who not only seemed strong but had no magical energy being emitted from his body.

He even had the same colour scheme as he did with his hair and eyes.

He would be the perfect host for him.

Feeling excited, Nibbler watched as the group lurked near the exit as the old man paid for something.

Knowing what he had to do, Nibbler quickly moved out of the vent above and landed on the back of Ben's shirt quietly.

Whoosh! Splat!

Feeling something sticky land on his back, Ben froze in confusion and questioned the other kids, "Okay, who threw something sticky at my back?"

"What are you talking about?" A confused Stan questioned Ben before Gwen frowned slightly and walked behind Ben just as Nibbler quietly entered Ben's body not wanting to harm his host.

Looking at Ben's back, Gwen didn't notice anything off before she told Ben, "There's nothing on your back. Except maybe you're idiocy."

Ben rolled his green eyes in response and stated out, "I swear, I felt something touch my back!"

Having paid the bill, Max then told Ben, "Don't worry, Ben. Once we're back in the Rust Bucket, I'll analyse your condition."

Ben nodded back and followed after the group of three before he began sweating slightly due to Nibbler beginning his Symbiosis process in which he was bonding to Ben.

At the same time at the ammunition plant...

The factory remained vastly the same as Jonah Melville's mercenary forces continued patrolling the area except things were different.

Some of Jonah's mercenaries had become bonded to several Symbiotes that were members of Frenzy's pack.

Most of them had adopted a humanoid state covering their Human hosts with a solid muscle mass of the Symbiote's body with coloured veins covering their bodies as well.

The Symbiotes also had three-fingered hands with large claws and one thumb with thick matching feet as well.

As for the eyes and face?

The Symbiotes all had different facial structures, but the most common theme was the large blank white eyes with no pupils and the carnivorous jagged sharp teeth along with the long flexible monster tongue.

So what about Jonah himself?

WHOOSH! THUNK!

Hurling another hunting knife towards the newspaper stuck on his office wall, Jonah grinned drunk on the power and muttered to himself, "This power is incredible. Not only can I still have riches and fame, but I can also keep this power once my revenge is complete."

Splat... Slither...

Some bright orange tendrils with tainted blue veins present then slithered out from Jonah's shoulder before it morphed into a Symbiote's face belonging to Frenzy.

Like other Symbiotes, Frenzy had the coloured orange head along with with with the signature large blank white eyes with no pupils present with his downwards shark-like teeth smirking at his host.

 ** _"Indeed... As we have agreed, once the hunt for the Omnitrix wielder has been completed, we will become the pack alpha and colonize this world with Symbiotes and you shall have whatever you want."_** Frenzy promised Jonah with a disturbing deep and evil voice.

"Agreed. Before I met you Frenzy, I knew nothing about the grand scale of the Universe, but now... We can finally kill Stan Hopkins and his family for good. It's going to be a lot of fun." Jonah sadistically joked back.

Frenzy and Jonah then chuckled together before someone knocked on Jonah's office door.

Tap! Tap! Tap!

 _ **"What is it?! We are busy!"**_ An annoyed Frenzy snarled at the person who was at the door.

Creak...

The door then opened like a dark lavender coloured female Symbiote stomped into the office and told the two, _**"Sorry to interrupt Frenzy, but our scouts have sensed Codon energy within the region. The wielder of the Omnitrix and his group are close."**_

"Did you see a large RV? The group of four were using that vehicle at Lake Anna during my failed Krakken heist." Jonah questioned the female Symbiote who was known as Ink.

 ** _"Yes... One of your Terran scouts spotted them at a gas station. Our sentries are en route as we speak."_** Ink fully explained before she remarked, **_"But there's more."_**

Jonah and Frenzy listened with intrigue before Ink explained, **_"We've also sensed that Nibbler has bonded to one of the children in the gas station. We don't know which child though."_**

 _ **"Hmm... This could complicate matters, but it's nothing to worry about. Nibbler is a child. How fitting he should bond to a Terran one."**_ Frenzy joked loudly before he declared, _**"I must preserve my strength though. You know what must be done."**_

Frenzy then squelched back into Jonah's body before he told Ink, "Gather the forces, hunt them down and bring to me. Also, do try to spare Nibbler as well."

Ink nodded and stomped off back outside the munitions factory as Jonah smirked proudly and mumbled, "Let the hunt begin."

At the same time back in the Rust Bucket...

Having left the service station behind, the Rust Bucket was now travelling back on the highway road.

Inside the RV, Max had turned off the radio and was concentrating for a road to turn off with Ben sat in the front seat whilst Stan and Gwen were talking in the booth sat down on either side.

"So Gwen, What do you want to get from the mall?" Stan questioned Gwen crunching on an apple thanks to his newly discovered Sayian instincts.

"I'm thinking, clothes from a variety of sellers, some more books to read on a variety of subjects and more information on magical artefacts," Gwen explained to him.

"I'm not a fan of magic considering how it makes no sense from my perspective, but I'd be looking for books, graphic novels and DVD's," Stan replied to her.

"Oh man... I don't feel so good, Grandpa. I feel sweaty and really hungry at the same time." Ben then complained to Max in the front seat.

Worried about Ben, and trying to focus on the road, Max then advised him, "I'd recommend getting a glass of water from the bathroom and having a slice of bread with butter. It's the best way to get rid of a stomach cramp."

Nodding Ben stood upwards as he groggily made his way to the bathroom passing by Gwen and Stan.

"What's up with Ben?" Gwen questioned Stan who shrugged back in response not sure.

Creak...

Closing the bathroom door, Ben stood in the mirror and sighed before he slowly drank the water just before he heard a deep childlike voice in his head.

 ** _"_ _Boo!"_** Nibbler spoke to him as Ben's green eyes briefly turned white due to the Symbiote's influence. _ **  
**_

Ben then spat out the water from his mouth and coughed in response dropping the plastic cup on the floor.

THUNK!

"WHAT'S WRONG WITH ME?!" Ben shouted in shock as he landed against the wall with his head aching slightly.

Doing his best to ignore the pain, Ben looked around the bathroom before he mumbled under his breath, "I so did not imagine that right now..."

 _ **"Yes, you did. Now eat."**_ Nibbler spoke to Ben in his head again feeling peckish.

"Oh shut up! I don't where you came from! But you're not taking control over me!" Ben complained back to Nibbler who chuckled slightly.

Tap! Tap! Tap!

"Ben! What's going on in there?" Stan called outside the bathroom as Gwen shouted out, "You alright?"

Moving up from the floor, Ben opened the bathroom door and told them both, "I'm not! I'm hearing voices in my head guys!"

 _"Ben is hearing voices in his head?! Oh boy, here we go again for the dozenth time."_ Stan realized thinking as Ben moved out looking frantic and hungry.

"And to top it all off... I'm so hungry!" Ben then greedily exclaimed before he rushed to the kitchen cabinet and opened it.

Creak...

Peering inside with a hunger-induced grin on his face, Ben spotted some crisp and cookie packets before he grabbed them and began hungrily devouring the food inside rapidly.

Noticing what Ben was up, Max frowned and shouted at Ben, "Benjamin! Would you please just sit down and rest?!"

Staring at Max with his face stuffed with cookies, Ben told him back, "I just can't help it, Grandpa! I'm so hungry!"

Stan and Gwen then decided to take action.

Gwen then grabbed hold of Ben's back and tried to pull him back, but for some reason, Ben wouldn't move as he began crunching on the crisps.

Stan quickly moved behind Gwen and helped her to pull Gwen back but he still was not moving at all despite the combined effort of the two.

Sighing in annoyance at the kids, Max moved his hand to the dashboard and pressed a familiar button on it.

Flick!

"Autodriver engaged." The female robotic voice responded from the dashboard.

The Rust Bucket then drove off the highway and onto a motorway exit which took it down a road into a thick forest.

Unclipping his seatbelt, Max then moved over to the kids and kneeled near Ben who was eating more food.

"Ben! Would you please quit devouring the food like this?!" An enraged and confused Max shouted at Ben.

 _ **"Who is that old man?!"** _Nibbler angrily mumbled in Ben's head.

 _"_ He's my Grandpa, you alien freak!" Ben loudly replied to Nibbler as he continued eating the food hungrily.

The others were shocked by what Ben said before Gwen muttered, "Okay, that's it! You're not Ben, so I'm taking you out."

Gwen quickly backed off whilst Max and Stan stepped back in horror.

"What's wrong with Ben, Uncle Max?!" Stan fearfully asked him.

"Ben's not just sick, Stan. There's only one alien creature that can possess a host like this." Max remarked back to Stan just before he froze and called out, "Gwen, don't!"

Turning around, Stan spotted Gwen right behind Ben with a frying pan in her hands.

Just before Gwen could hit Ben, however, Nibbler took action to protect his host.

A large greenish blob mass with light brown veins then grew out of Ben's back and smacked the frying pan out of Gwen's hands.

WHOOSH! SPLAT! THWACK!

"Holy crap!" Gwen called out in shock as Ben then turned around and morphed his right arm into the greenish blob before Nibbler hurled it towards Gwen pinning her against the seat on the Rust Bucket.

WHOOSH! SPLAT! THUD!

Gwen scowled angrily as she struggled to break free of the slimy green blob of mass whilst Ben called out, "I didn't mean to do that Gwen!"

Frowning, Max then looked around the Rust Bucket whilst Stan activated the Omnitrix.

BEEP!

The green exposed core slowly rose up before Max then appeared near Stan holding a grey sonic whistle.

"Cover your ears, kids!" Max warned them before he activated the sonic whistle.

Flick! RING!

A loud sonic soundwave echoed throughout the Rust Bucket that damaged Nibbler's eardrums inside Ben.

 ** _"RARRGGGH!"_** Nibbler and Ben howled in pain with their voices synching together.

Due to the effects of the soundwave, Nibbler's body shown possessing Ben was revealed for the first time.

Like most Symbiotes, Nibbler was a humanoid green blob alien with light brown veins across his skin with his body being the same size as Ben's.

 _"What is that thing?!"_ Stan realized in shock deactivating the Omnitrix with the core sliding back down.

Beep...

"Just as I feared... It's a Symbiote." Max fearfully observed Ben's condition as Nibbler thrashed around in his body widely.

"A Symbiote? I think the Galactic Enforcers mentioned them If I recall correctly." Gwen pointed out pulling the receding black goop off her.

"Symbiote's are parasitic aliens that come from the planet Klyntar. Normally they are blobs of slimy mass that stick to the floor but they need a host body to survive and adapt on other planets. When this happens, the process is known as Symbiosis in which the Symbiote and the host form a mental and physical bond together. Many Symbiotes have different mutations depending on the host they take over." Max fully explained with Gwen and Stan regrouping together.

"So Ben has one of these Symbiotes inside of him... Ben said he could hear a voice inside his head." Stan warned Max as Nibbler and Ben kneeled on the floor.

Frowning, Max rubbed his left hand across his head before he mused, "But that's impossible. The last time I saw Symbiote's when I was working with the Plumbers, they couldn't talk."

"Only logical explanation is that they got smarter as the years went on." Gwen reasonably suggested as Nibbler then ended up smashing the whistle out of Max's hand causing it to go flying on the RV floor.

WHOOSH! SPLAT! THUNK!

Shocked, Gwen, Max and Stan then stepped back in horror as Ben slowly stood up and sprinted towards Stan.

Frowing, Stan then activated the Omnitrix again just before Ben tackled Stan right near the side door on the RV which then flung open.

THUD! BEEP! FLASH! THWACK!

"BEN! STAN!" Max and Gwen called out in horror as the two tumbled off the roadside and down a grassy hill in different positions with Stan transforming into Diamondhead during the tumble.

WHOOSH! THUD!

"Petroasapien DNA Sample activated." The Omnitrix beeped from Diamondhead's chest who was lying on his back as the green light flashed away.

"Ow... That was not the nicest transformation I've ever been through." Diamondhead complained slowly standing up from the ground.

Blinking his yellow eyes, Diamondhead frowned and watched as Ben underwent his transformation thanks to Nibbler.

Splat... Slither... Squelch...

Green blobs of mass with light brown veins slowly covered the bottom of Ben's body before he grew in size.

Next Ben's hands and feet were covered in the green blobs off mass as he slowly stood upright with his face now being covered.

Once Ben's face and hair were fully covered over, Nibbler finally showcased his face.

Nibbler's face had childlike blank white eyes with no pupils while his teeth were long and spikey with his tongue dangling out from his mouth.

With his transformation now complete, Nibbler grinned as saliva dripped out of his mouth and landed on the grass below him.

 ** _"At last... The prey is finally mine. Now I can beat him and earn respect within the pack."_** Nibbler declared before he glared at Diamondhead.

"Look, I don't know where you came from, but I will beat you and free Ben." Diamondhead coldly replied clutching his diamond fists.

 ** _"Bring it on Omnitrix wielder, I will defeat you."_** Nibbler bluntly replied before he ran on all fours and sprinted towards Diamondhead.

In response, Diamondhead placed his hands on the dirt ground and generated a series of large crystals from the said ground.

Rumble... CRACK! WHOOSH!

Nibbler quickly leapt and jumped over the crystals as Diamondhead merged his hands and fired several dozen shards towards Nibbler.

RATATATATAT! BLAM! THUNK!

The crystal shards ricocheted and bounced off Nibbler's thick skin before the Symbiote tackled the Petrosapien onto the ground.

WHOOSH! SMACK! CRASH!

Diamondhead quickly placed his hands together and frantically blocked Nibbler's various claws strikes and punches trying to break through his defence.

SMACK! CRASH! PUNCH! THUD!

"You know, you look identical to Ben as an alien." Diamondhead sarcastically joked before Nibbler jokingly said, _**"Of course, why else would I choose Ben as my host?"**_

Diamondhead then shrugged back casually before he noticed something wrap around his lower left leg.

Diamondhead then realized that Nibbler had used his tendrils to grab hold of his leg.

SPLAT! SLITHER! GRAB!

Nibbler then hurled Diamondhead up in the air before he slammed the Petrosapien on the ground back and forth a few times.

WHOOSH! SMACK! WHAM! SLAM!

Gritting his teeth in pain and on the ground, Diamondhead then called out, "Shocksquatch!"

FLASH!

"Gimlinopitchecus DNA sample activated." The Omnitrix voice beeped out as Stan finished his transformation.

Changing into Shocksquatch, the Gimlinopitchecus then charged his fists together and punched Nibbler with electrical energy.

ZAP! SPARK! CRACK!

Nibbler was sent flying back slightly before Shocksquatch then prepared to fire more electrical energy just before he heard something in the distance.

WHOOSH! THUD! CRASH!

Hearing the sound of trees breaking in the distance, Shocksquatch turned around and mumbled under his breath, "What the devil is that eh?"

Nibbler grinned before he told Shocksquatch, **_"Other members of the pack."_**

As if to prove his point, a large pink blur then slammed into Shocksquatch.

WHOOSH! SPLAT! SMASH!

 _ **"RARGHH!"**_ Ink roared in Shocksquatch's face before he punched the female Symbiote in the face in response.

ZAP! SPARK! THUD!

Ink briefly stumbled back before two other Symbiotes of differing colour appeared and pinned Shocksquatch down on the floor using their tendril generating abilities.

WHOOSH! SPLAT! SPLOSH!

"Oh, this is not good, Eh!" Shocksquatch pointed out having been trapped by the Symbiotes which guarded him.

 ** _"Nibbler... Where have you been?"_** Ink questioned Nibbler who replied, _**"I've been bonded to this host recently, Ink. So shall we head back to the base?"**_

The two other Symbiotes then chuckled darkly before Ink told Nibbler, _**"I'm afraid that due to your useless nature, Frenzy has declared that you will be cast out."**_

 ** _"WHAT?! THAT'S SO NOT COOL!"_** Nibbler angrily roared out before Ink scowled and punched the younger Symbiote on his face.

SMACK! THUD!

 _ **"Tell that to the boss should you decide to show up. Let's roll!"**_ Ink ordered the Symbiote scouts.

Agreeing with Ink, the Symbiote scouts then moved away with Shocksquatch dragged off as well being unable to speak thanks to his mouth is gagged.

With the four now gone, Nibbler recovered from the ground and scowled slightly before he muttered to himself, **_"Blast it all, what do I do know?"_**

"You could save my best friend." Ben's voice then suggested to Nibbler for the first time.

Scowling slightly, Nibbler then questioned Ben by saying, _**"Why should we bother?"**_

"Isn't it obvious? The chance for you to get revenge on that Frenzy creep. You could also earn respect and hero work for doing something well." Ben then pleaded to Nibbler.

 _ **"Hmm... Maybe your right Ben. After all, we can make a difference."**_ Nibbler mumbled placing his hand under his green face.

"To be honest, Nibbler. Do you have anyone else in that pack?" Ben questioned Nibbler who was walking through the forest.

 _ **"No, Ben. But maybe if we can save the Omnitrix wielder, the pack would finally earn my respect. And we could go our separate ways, That could work out well."**_ Nibbler admitted to Ben.

"Right, so we get back to the Rust Bucket, convince Grandpa and Gwen to help save Stan, and beat Frenzy. Oh does he have a host like us together?" Ben nervously questioned Nibbler.

 ** _"I believe they call him Melville."_** Nibbler bluntly told Ben who couldn't help but gasp in shock.

Nibbler then stomped off through the woods as Ben then dropped his catchphrase, "Oh, man."

At the same time back in the Rust Bucket...

The Rust Bucket was driving on a back road in the woods as Max and Gwen kept an eye out for Ben and Stan.

"Come on... Where are they?" Max nervously muttered wanting to make sure that the boys were safe.

"Don't worry, Grandpa. We'll find them." Gwen began before her eyes widened in shock, "Look it's Ben!"

Paying attention to Gwen, Max then spotted Ben waving from a nearby tree with Stan nowhere in sight.

In response, Max stopped the Rust Bucket near him with Gwen opening the side door of the RV.

SCREECH! Creak...

"Get in!" Gwen told Ben who quickly jumped in the Rust Bucket.

The side door was then closed with Ben and Gwen walking towards the front of the RV.

"So, Ben, what happened back there with you and Stan?" Max carefully questioned him.

"Well, I think I'll let Nibbler explain," Ben told him before he held out his left arm.

Splat... Slither...

Green blobs tendrils with light brown veins slithered out from Ben's left arm before Nibbler's Symbiote's face emerged.

 _ **"Hello, Maxwell, Gwendolyn."**_ Nibbler introduced himself to Gwen and Max.

"Ewww! That thing is so gross!" A disgusted Gwen complained in disbelief before Ben stated, "Hey, at least I have superpowers now."

"Until you'll end up losing it," Gwen muttered under her breath in response.

"Alright, that's enough. So Symbiote, why should I trust you after you attacked Stan and took over my grandson's body?" Max coldly warned Nibbler.

Nibbler sighed slightly before he looked at Ben who told the others, "Well, Nibbler has a bit of a sad backstory that kinda relates to me."

 ** _"It's complicated, Max. The main thing to note is that I was part of a larger Symbiote pack. However, I was the runt of the litter, so to speak."_** Nibbler sadly told the group.

Now curious, Max then asked Nibbler, "So you were thrown out from your pack just for being a runt? Even for a species like yours, that just doesn't sound right." Max honestly admitted.

Even Gwen couldn't help but feel sympathetic for the Symbiote before she told Nibbler, "Hey, sorry, I snapped at you earlier. I just didn't know you were thrown out like that."

 ** _"I thank you for that compliment, Gwen. Or should we say, dweeb?"_** Nibbler jokingly thanked her.

Gwen rolled her eyes as usual whilst Ben rose his hand to high five Nibbler before he stated, "Give me five!"

Nibbler stared at Ben curiously before he formed a Symbiote hand from his tentacles and held it upwards.

Splat... Slither...

 ** _"Like this?"_** Nibbler curiously questioned Ben who happily said back, "Yeah, just like that."

Ben and Nibbler then high-fived each other as Max couldn't help but smile slightly thinking, _"Guess not all Symbiotes are bad. Maybe Nibbler and Ben could rub off each other well. Hmm, that does sound rather interesting."_

"Anyway, Nibbler, I don't mean to be rude, but can you tell us where Stan is right now?" Max then told Nibbler wanting to get everyone back on track.

 _ **"Yes, I know where Stan is. We were sent to this planet to hunt him down like prey. I was part of that group, but I decided to change paths preferably after being ejected from the pack again. As for where he is? The Omnitrix wielder is currently being held in an old munitions factory south-west of here."**_ Nibbler informed the group.

"An old weapon factory? Doesn't sound like the type of place where a Symbiote hive would be." Gwen pointed out before Max stated, "I think I know what Nibbler's talking about, The factory nearby is known as the Indiana Army Ammunition Plant. It produced firearms for weaponry during World War Two. But the question is who's pulling the strings on this Symbiote operation?"

"Well you're not going to believe this, but that Jonah creep is back." Ben then bluntly told Gwen and Max.

"The same Jonah who tried to poach the Krakken all those weeks ago at the start of summer?" Gwen then questioned everyone.

"That's right. Buckle in your lot. We've got to find Stan before Jonah does something bad to him." Max ordered the kids.

Ben quickly clambered into the opposite booth across from Gwen with Nibbler being positioned in the middle.

"Why's Grandpa so worried about Jonah? We've faced bigger threats than him." A confused Ben questioned Gwen.

Before Gwen could reply, Nibbler told the kids, **_"There is a reason why we choose Terrans as the main host for Symbiosis. Your kind, when pushed to your limit, is capable of destruction and chaos."_**

"I guess in some situations, Humans are the real monsters. Not aliens." Gwen sadly pointed out agreeing with Nibbler.

Meanwhile at the ammunition plant in Jonah's office...

A bright light flickered in Jonah's office.

In the direct centre of the office was Stan who was knocked out on a rusty steel chair.

Slowly waking up, Stan then groaned and mumbled, "Urgh... What happened?"

Wanting to escape, Stan noticed that the Omnitrix was in the red recharging mode whilst his hands had also been tied together via rope.

"Ah, the old James Bond villain tie-up. Question is who has done this to me?" Stan then rambled on before the lights flicked on dramatically.

Flick!

Blinded by the light, Stan then blinked his eyes before he heard Jonah's voice, "Good to see you, after all, this time again you little brat."

Stan couldn't help but glare in anger muttering, "Jonah."

Sarcastically clapping, Jonah stepped into the light and told Stan, "Of course. Do you think that I wouldn't want my revenge on you?"

"Well, you did try to poach an endangered species for your selfish gain." Stan bluntly reminded him.

Leaning down to face Stan, Jonah then told him, "A chance that you ruined. And now I want you dead."

"You don't even know who you're dealing with Jonah. Compared to everyone else I've faced, you're just a common thug and I'm not scared of you." Stan bluntly told him back.

Jonah merely laughed in response before he widened his arms and stated, "You're wrong. Tell me, do you know what fear is? I'll give you something to be scared off."

Jonah then began transforming as Frenzy overtook his body with Stan watching on in fear and horror.

Splat... Slither... Squelch...

Like with Nibbler, orange blobs of mass with tainted blue veins slowly took over Jonah's body.

Jonah's feet were covered in the orange blobs off mass with his hands and midsection quickly following on.

Lastly, Jonah's grinning face was replaced with the blank white eyes with no pupils with his downwards shark-like teeth glaring hungrily at Stan.

"Okay, now that's terrifying!" Stan nervously muttered under his breath noticing Frenzy get closer to him.

Frenzy's pale white eyes which had small glowing red veins in them slowly observed Stan before Frenzy bellowed, **_"So this is the Omnitrix wielder that defeated the mighty Vilgax... Nothing more than a pathetic child!"_**

"I'm not a pathetic person! You're the monster here!" Stan bluntly told him back.

Angry, Frenzy then opened his mouth and roared in Stan's face, _**"GRARGGHH!"**_

Stan's neat black hair was blown back by the force of the roar as saliva and spit from Frenzy's mouth landed on Stan's face.

"Urgh... MESSY! MESSY!" Stan groaned in disgust before he shook the slime of his face.

Frenzy chuckled slightly before he then told Stan, _**"Hmmm... The Terran body has so many tasty snacks, but I've heard that Hybrids can be even tastier than most species."**_

"How about none?! I'd rather keep my body intact thank you!" A panicked Stan pleaded with Frenzy.

Frenzy merely took out his long tongue and moved closer to Stan, before Jonah's voiced suggested to him, "Why do we have to kill the brat now? Let's take our time and make it slow."

 _ **"Good idea."**_ Frenzy replied before he shrunk back down to Jonah's size.

Splat... Slither... Squelch...

Speechless, Stan managed to regain his breath as Frenzy's blob-like mass shrunk into Jonah's body before the former poacher smirked darkly at Stan.

"Quite the surprise, huh? Anyway, I'd better take the time to explain my plan to you." Joan mockingly taunted Stan.

"It's quite obvious, Jonah. You've somehow bonded with that Symbiote known as Frenzy and you're working with his pack to kill me right?" Stan bluntly told Jonah.

Remaining calm, Jonah smirked as Frenzy squelched out of Jonah's shoulder again via the brown tendrils.

Splat... Slither...

 ** _"Well done, Omnitrix wielder. Thanks to the prior knowledge of Jonah's encounter with you. We were able to benefit each other considerably."_** Frenzy's shark-like head told Stan.

"Frenzy's right, thanks to the power that he has given me, we will be able to wipe you out once and for all." A grinning Jonah declared.

"So, what are you going to do with that power once you've done your plan?" Stan then bluntly questioned the villainous duo.

Jonah and Frenzy looked at each other before they remained silent having not thought that far ahead.

"Well, once you're dead, I plan to finally relax on that beach in the Bahamas as I've always intended on doing." Jonah shrugged back.

Frenzy growled and blared out loudly, **_"We plan to expand our pack and spread across the planet like wildfire."_**

Jonah couldn't help but glare at Frenzy briefly before he told Stan, "Stay there you little brat. I and Frenzy are going to have a long chat."

 ** _"Are you rhyming now Melville? Because you're getting on my nerves."_** Frenzy angrily snarled back to his host.

Jonah merely ignored Frenzy and opened the door before he walked out with Frenzy morphing back into his body.

Splat... Slither...

 _"Interesting... Seems like they don't get along well... Hmm, that could be useful. Anyway, time to escape. And I know just the alien for the job."_ Stan thought in his head.

The Omnitrix then finished recharging and morphed from the red colour to the green colour whilst the automatic voice blared out, "Omni-Energy supply is normal. Recharge mode deactivated."

BEEP!

"Excellent! Time to go hero. Grey Matter!" Stan quietly whispered to himself before he transformed.

The Omnitrix core shrank into Stan as his skin began turning bright grey as his hands and feet morphed forming smaller webbed frog-like hands and feet.

The Omnitrix symbol then appeared on his back with Stan's clothing morphing into a jumpsuit that was white whilst a thin vertical brown stripe was going down the jumpsuit along with being brown on the feet and hands area.

Finally, Stan's hair vanished as a black stripe went over in between his green eyes as he shrank down to four inches tall as the green light flashed away.

FLASH!

Once his transformation was complete, Grey Matter successfully leapt off the steel chair and onto the ground.

THWIP! WHOOSH!

Smiling, Grey Matter then smartly rambled on, "Ah, It's good to be back in my most smart form. I have to admit, even though the Galvanic Mechamorph form is still my personal favourite. Grey Matter is in my top five favourite aliens out of the fifteen I have. Now to find a way out."

Looking around Jonah's office, Grey Matter briefly spotted the newspaper clipping or Ripjaws Kevin pinned on the wall next to a ventilation grate.

"Man, that brings back a lot of bad memories." Grey Matter muttered before he sprinted over to the ventilation grate and clambered inside.

At the same time outside Jonah's office...

"I'm just saying, you didn't need to act like an ass!" Jonah raged at Frenzy.

 _ **"Foolish Terran! You were the one acting like an ass!"**_ Frenzy snarled back at Jonah.

Rolling his eyes, Jonah scowled, moving back to the office door and opened it.

"I'm just saying..." Jonah went on before he and Frenzy noticed that Stan was long gone.

 _ **"This is not** **good**."_ Frenzy dumbly pointed out.

At the same time outside the Indiana Army Ammunition Plant...

Rustle...

Max slowly peered from a nearby bush with Gwen and Ben following on.

Looking at the plant, the group noticed several watchtowers with some Human mercenaries and a few Symbiotes drones patrolling the perimeter.

"That looks ten times more dangerous than the Forever Knight mansion." Gwen nervously muttered to the others.

"It's an old Military facility made during World War 2. That place is going to be locked up tighter than Fort Knox." Max informed the kids.

"There's always a way in. And we just have to find it." Ben pointed out before he asked Nibbler, "Nibbler, do you have any idea?"

 _ **"Hmm... What about a back entrance perhaps? Maybe a tunnel?"**_ Nibbler's voice spoke in Ben's head.

Looking around the group then spotted a sewer grate before Max remarked, "Looks like we've found our way in."

"Via a disgusting and smelly sewer? Gross..." Gwen complained in annoyance.

"Sorry, Gwen. But it's the only way we can get in." Ben truthfully admitted before his green eyes flashed white.

Splat... Slither... Squelch...

Nibbler then overtook Ben's body quickly as the small Symbiote morphed into his true form.

 ** _"Let's go. We need to find Stan before Frenzy regains hold of him."_** Nibbler informed Max and Gwen.

Nodding, Max, Gwen and Nibbler then opened the sewer grate and crawled inside before Nibbler closed it.

Creak... THUNK!

Inside the sewer, Nibbler walked forward with Max at the back with Gwen in the middle.

"So, where exactly do we need to go from here?" Max questioned Nibbler who was leading the group.

 _ **"Don't worry, by following my scent. We should be..."**_ Nibbler muttered just before he accidently walked into Rath.

CRASH! SPLAT!

Rath and Nibbler quickly stepped back in shock with the Appoplexian raging in anger, "WHAT!? WHO?! WHERE?! WHY?!"

"Oh great... It's Rath who is Stan's dumbest but funniest alien. _"_ Ben's voice spoke in Nibbler's head.

 _ **"Calm down Appoplexian! It's me, Nibbler and Ben."**_ The green Symbiote calmed Rath down.

Looking at Nibbler, Rath then loudly stated, "Oh sorry! Rath didn't see you there, Benjamin. Oh, Rath meant Nibbler."

"Just glad to see you're okay," Gwen told Rath who smiled back at him and Max.

"Same here. But Rath has found out something interesting. Melville and Frenzy, they don't like each other like a pair of boxers." Rath dumbly explained.

"That's an interesting comparison you just made, but with this vital piece of information, we can come up with a plan to stop those two." A grinning Max then told everyone.

Max then gathered the group together and whispered the plan to everyone.

"So, if my logic on Symbiotes is correct, then if Nibbler were to beat Frenzy in a one to one duel, Nibbler would become the pack Alpha. Am I right?" Max questioned Nibbler.

 ** _"Yes, you are. I do want revenge on Frenzy after all."_** Nibbler violently remarked.

"So, whilst you face that Frenzy freak, Rath will distract the other Symbiotes," Rath spoke wanting a good fight.

"Whilst we'll take care of the regular grunts like last time." Gwen pointed out to Max.

"That's exactly the plan. Now, remember, be alert at all times and watch your back." Max informed the group before he faced Nibbler and told him, "I know we only just met today, but I want to ensure that my grandson is safe and that you will be careful."

Kneeling near Max, Nibbler promised Max, _**"I will, I promise you, Max."**_

Splat... Slither...

Nibbler's face then peeled back revealing Ben's face inside Nibbler's body.

"Don't worry, Grandpa. I and Nibbler are going to kick Jonah and Frenzy's butt. And we'll come back safe, I promise." Ben heartwarmingly told Max.

Smiling, Max then hugged Ben and Nibbler before he stepped back and told them both, "You know Ben. You now have what you've always wanted. Oh and make sure Jonah doesn't see the light of day for his scheming ways again."

Max and Gwen then sprinted off into the sewers before Rath faced Nibbler and told him, "Be sure to give Jonah and Frenzy an ass-kicking they'll never forget."

Ben smirked as Nibbler's face covered Ben again with Nibbler telling Rath, **_"With pleasure..."_**

At the same time in the upper levels of the Indian Army Ammunition Plant...

Jonah's mercenary forces and Frenzy's Symbiote pack were gathered in the main area of the facility where Jonah and Frenzy were blaring out orders.

"The time has come for us to rethink our strategy. We should focus on gathering more mercenaries for our case with money." Jonah loudly declared.

 ** _"Jonah is correct, we also need to gather another Symbiote pack to join us so we can create a new era for Symbiotes and Terrans."_** Frenzy rumbled from Jonah's arm.

"Indeed and soon we shall..." Jonah began just before Ben loudly called out, "Not if I have anything to say about that!"

Confused, Human and Symbiote alike then glared at the front door where Ben Tennyson stood proudly in the entranceway with his hands crossed over.

Frenzy then went back into Jonah's body as he didn't recognize who Ben was.

Splat... Slither...

"And who exactly are you supposed be brat?" Jonah questioned Ben moving closer to him.

Glaring slightly, Ben walked forward and told Jonah, "I was at the campsite where you tried to poach the Krakken. I was the kid trying to convince everyone that the Krakken was real."

"Really? I wasn't expecting to see you again." Jonah truthfully admitted before he muttered, "Then that means that the kid with the watch can't be too far away. So where is he?"

"Stan's none of your concern. You're going to face me." Ben bluntly told Jonah as the two met in the middle.

Jonah's eyes widened in shock before he couldn't help but grin darkly and mumbled, "Really? You a little kid who has nothing is going to fight me?"

Jonah then laughed loudly with the other Humans and Symbiote's laughing loudly as well.

Finishing his laugh, Jonah faced Ben and bluntly told him, "Since I'm feeling generous, I'll let you leave. But if you don't, then I'm sure you'll make a good lure for innocent people."

"I'm not going anywhere, you creep! I've got a little something of my own." Ben shouted at Jonah before he held out his left hand and began transforming as Nibbler overtook his childlike body.

Stunned, Jonah then allowed Frenzy to overtake his body as both Symbiotes transformed into their full forms and glared at each other.

Splat... Slither... Squelch...

 _ **"Nibbler! I should have known you'd come back, runt!"**_ Frenzy angrily grumbled pointing his clawed finger at Nibbler.

 _ **"Lies! You're the runt, Frenzy. I've put up with you for far too long and now... You're dead."**_ Nibbler angrily scowled back.

 ** _"Then perish!"_** Frenzy hatefully retorted back having no use for Nibbler anymore.

Frenzy then held out his right arm and morphed it into a large sword which slammed onto the floor.

WHOOSH! SPLAT! THUNK!

Knowing that an intense duel was about to occur, Jonah's mercenaries and Frenzy's Symbiotes quickly moved out of the chamber.

"Why didn't you tell me Frenzy could morph his hands into weapons?!" Ben's voice nervously questioned Nibbler.

 ** _"I didn't know he could! Must have had_** **_Riot influence him."_** Nibbler told Ben before he stormed towards Frenzy.

Holding out his sword, Frenzy attempted to impale Nibbler, but Nibbler raised his arms and blocked the attack.

KA-SPLAT! THUD!

Scowling, Frenzy then morphed his right arm into a mace and attempted to smack Nibbler's head, but Nibbler quickly used his leg to topple Frenzy over onto the ground.

WHOOSH! SPLAT! THWACK!

With Frenzy now on the ground, Nibbler jumped backwards and fired a tendril blast towards Frenzy.

SPLAT! SLITHER!

Frenzy quickly smacked the tendril blast away from his face before he snarled and told Nibbler, _**"You're just a child, and I'm going to put you down."**_

 _ **"Shut up! We are taking you down!"**_ Nibbler roared back before the two collided again.

WHOOSH! SMACK! KA-CRASH!

At the same time in another part of the factory...

Several of Jonah's mercenaries had decided to flee from the area have had enough of Jonah.

"Come on Frank! My grandma runs faster then you!" The leader of the mercenaries called out.

"Who cares?! We've just got to get the hell away from all this alien crap!" Frank replied in annoyance.

Right near the exit, the front doors then exploded before a certain Pyronite appeared blocking the door.

WHOOSH! BLAM! THUNK!

"And where do you think you're all going?" Heatblast cockily taunted the mercenaries.

"OPEN FIRE!" The mercenary leader called out with the mercenaries opening fire on Heatblast.

BLAST! PEW! BLAM! PEW!

Having gotten used to gunfire, Heatblast raised his arms and fired out a fireball that impacted the ground near the mercenaries.

WHOOSH! BLAST!

The fireball exploded sending the mercenaries scattering as Gwen and Max then charged in after Heatblast.

Max was wearing his Plumber Suit and carried the Null Void projector in his right hand whilst Gwen walked in carrying an Aluminum baseball bat and the sonic whistle.

Sprinting towards one of the mercenaries, Max then knocked him out with a punch on the head before he tossed some small steel marbles at another mercenary before they exploded.

WHOOSH! BOOM!

The steel marbles sent the mercenary onto the ground knocked as Gwen then smacked one of the last mercenaries on his head with the baseball bat.

BONK! THUMP!

"I've got to admit, that felt very good," Gwen admitted twirling the baseball bat around just as Heatblast knocked another mercenary onto the floor.

"Hm... I'm not scared of these chumps anymore. They're like common fodder." Heatblast remarked to Max who was observing the weapons Jonah's forces were carrying.

"Don't get so cocky, Stan. Humans can be just as dangerous as Aliens." Max remarked before the group heard the familiar sound of Symbiotes roaring.

"Oh boy, things are just heating up even more." Heatblast pointed out ready to fight.

 _ **"RARGHH!"**_ A pair of Symbiotes roared together charging towards the group.

In response, Heatblast sprinted back and yelled out, "Rath!"

FLASH!

Changing in a flash of green light, the Omnitrix symbol beeped out, "Appoplexian DNA sample activated." Whilst Rath also loudly yelled out, "RATH! TIME TO KICK SYMBIOTE ASS!"

Rath then collided with the Symbiotes and began beating them up.

SMACK! CLANG! WHACK! CRACK! WHAM!

"Nuclear Headslam!" Rath yelled having slammed his head onto one of the Symbiotes knocking it onto the ground.

Another Symbiote hissed and then hurled some tentacle tendrils towards Rath.

SPLAT! SLITHER!

Rath then grabbed hold of the tendril and dragged the Symbiote over ranting loudly, "That won't work on Rath anymore! Tendril Twister!"

Dragging the tendril towards him, Rath spun around quickly before he hurled the Symbiote at a nearby wall.

WHOOSH! GRAB! SMACK! WHAM!

"Now, Maxwell! Use that Null Void thingiy!" Rath dumbly shouted to Max.

Nodding back, Max then activated the Null Void projector and blasted the Symbiotes with it.

WHOOSH! BZZTT! ZAP!

The Symbiotes were then dragged into the Null Void with Max declaring, "The only good place for a pack of Symbiotes is the Null Void. Let's get moving!"

Max ran ahead with Rath and Gwen sprinting near each other.

"How do you think Ben and Nibbler are doing?" Gwen questioned Rath who blared back, "Rath doesn't know everything, Gwendolyn! Rath only hopes that they do well!"

Speaking of which back with Ben and Nibbler...

WHOOSH! SMACK! SPLAT!

Frenzy slashed Nibbler's chest with his thick claws whilst Frenzy snarled loudly and told Nibbler, _**"Your host is not strong enough! We will take great pleasure in ripping you apart!"**_

Nibbler growled back in response and yelled at Frenzy, _**"Lies! At least we get along compared to you douchebags!"**_

Nibbler then placed his hands onto the ground and hurled a large chunk of the floor towards Frenzy who morphed his arms into a large battle axe and sliced the chunk of the floor in half like confetti.

WHOOSH! SPLAT! GRAB! SLICE! CRASH!

Dust and rubble covered the room briefly before Ben's voice suggested to Nibbler, "We need to think of a plan to beat Frenzy, any ideas?"

 _ **"Well, Symbiotes hate soundwaves and intense heat. The only problem is we have nothing like that to use right now."**_ Nibbler replied to Ben looking around for Frenzy.

Frenzy then sprinted out from the dust and tackled Nibbler through a wall right into the outside of the building.

WHOOSH! SMACK! CRASH! WHAM!

Both Symbiotes landed outside in a small construction area were some metal poles and some construction equipment had been set up as dust and debris littered the area nearby.

WHOOSH! SPLAT! SLITHER! THUD!

Slamming Nibbler on the floor, Frenzy then used his claws and grabbed hold of Nibbler's neck before he peeled Nibbler's slimly body back revealing a terrified Ben screaming from within, "ARGHHH!"

 _ **"Any last words runt?!"**_ Frenzy and Jonah loudly boomed out in sync just as Max, Gwen and Four Arms arrived on the scene.

"Stay away from my grandson, the pair of you!" Max's familiar voice responded just before Gwen activated the sonic whistle.

Flick! RING!

Nibbler quickly covered his ears as Frenzy howled in pain just before Four Arms tackled Frenzy onto the ground yelling out, "You're going down blob!"

 **" _RARRGHH!"_** Frenzy roared back in response as the Tetramand and Symbiote began exchanging punches and claws strikes together.

WHOOSH! SMASH! WHAM! SLASH!

Turning off the sonic whistle, Gwen and Max quickly ran over to Nibbler who quickly morphed back over Ben's face.

Splat... Slither...

Groaning slightly, Nibbler questioned the others, _**"Where's Frenzy?"**_

"Stan's distracting him, but we need a plan to separate him and Jonah for good so he can face justice for his crimes," Max told Nibbler.

Looking around the area, Gwen then spotted the metal poles and grinned before she told the other two, "I've got a good idea."

KA-SLAM! SPLAT! CRACK! WHAM! SLITHER!

Four Arms was sent flying on the dirt ground with Frenzy having morphed both of his hands into a massive Warhammer.

Quickly recovering, Four Arms coughed out some blood and confronted Frenzy who stomped over.

 _ **"Ready to die Omnitrix wielder?"**_ Frenzy hungrily questioned Four Arms.

Glaring at Frenzy, Four Arms then noticed Nibbler sneaking up behind Frenzy with Max and Gwen holding onto the metal pipes.

 _"Eureka! That's it! We can use the frequency from the metal pipes to stun Frenzy until we can_ separate _them apart!"_ Four Arms smartly realized.

Grinning, Four Arms then yelled to Frenzy, "I'm not. But you are."

Nibbler then grabbed hold of Frenzy and pinned him down onto the floor.

WHOOSH! GRAB! SLAM!

 ** _"RUNT!"_** Frenzy madly roared whilst Nibbler shouted out, ** _"DO IT NOW!"_**

Getting the signal, Four Arms sprinted over to Max and Gwen and grabbed hold of the metal pipes before the Tetramand slammed them into the ground near Nibbler and Frenzy.

WHOOSH! CLANG! BONG!

 ** _"RARRGGGH!"_** Frenzy and Nibbler equally screeched in pain as Four Arms continued placing more of the metal pipes into the ground quickly and effectively.

WHOOSH! CLANG! BONG! WHOOSH! CLANG! BONG!

With the circle of metal pipes now complete, Nibbler quickly demorphed back to Ben and leapt out of the circle just as Max caught him.

Splat... Slither... Squelch...

"Now, bash the circle, Gwen and Stan!" Max shouted to Gwen and Four Arms whilst Frenzy slowly recovered and tried to get up from the floor.

Nodding, Four Arms grabbed hold of a spare metal pipe and began banging the metal pipes along with Gwen who used the aluminium bat as well.

WHOOSH! SPLAT! CLANG! SLITHER! BONG! SQUELCH!

Due to the pressure of the soundwaves being emitted, Frenzy's body slowly peeled off Jonah who was losing his Symbiote power.

Knowing what had to be done, Ben then held out his left arm as Nibbler fired out a greenish tendril which latched onto Jonah's back.

SPLAT! SLITHER! GRAB!

"And now for the finishing act!" Ben called out before he pulled back Jonah from Frenzy.

"NOOOOOO!" Jonah screamed in shock as he landed on the floor near Ben.

Max then aimed the Null Void Projector at Frenzy and blasted the Symbiote with it.

Flick! BLAST! WHOOSH! BZZTT! ZAP!

A bright yellow light covered Frenzy before the Symbiote was blasted into the Null Void forever.

Enraged, Jonah tried to attack Ben, but Four Arms then placed his massive feet on Jonah's chest.

"Where do you think you're going bub?!" Four Arms questioned Jonah who frantically tried to break free.

"DAMN YOU ALL! I HAD POWER BEYOND ANYTHING I'VE EVER SEEN BEFORE! I WILL GET FRENZY BACK AND KILL YOU ALL IF IT'S THE LAST THING I DO!" Jonah madly yelled breaking down.

"Why don't you join him then?" Max questioned Jonah before he aimed the Null Void Projector at him.

Stunned, Jonah looked at the glares, Ben, Gwen, Max and Four Arms were giving him before Nibbler appeared from Ben's left arm via the tendril head.

Splat... Slither...

 _ **"Have a nice life Melville."**_ Nibbler taunted Jonah before Max then willingly fired the Null Void Projector on him.

Flick! BLAST! WHOOSH! BZZTT! ZAP!

Jonah was then sucked into the Null Void as he madly yelled out, "NOOOOOOOOOOO!"

The Null Void beam was then turned off as the group of five sighed in relief.

"Guess Jonah's trapped in there with Frenzy, Vilgax, Kevin and Phil now." Gwen snarkily pointed out.

"Heh, who needs jail when we can just dump them all in the Null Void?" Ben questioned Max as he holstered the Null Void Projector back on his utility belt.

"Well, Ben. The only reason I used it was because Jonah could die or have gone mad without his connection to Frenzy. Plus jail wouldn't hold someone like him. I saw no other alternative." Max admitted to everyone defending his actions.

Four Arms placed a hand on Max's shoulder and told him, "You did the right thing at the end of the day, Uncle Max. Those two will never threaten Earth again."

The Omnitrix symbol on Four Arm's shoulder then began beeping red before the Tetramand was engulfed in a flash of bright red light.

BEEP! BEEP! BEEP! FLASH!

Now back to normal, Stan slowly walked around before he calmly regained his posture whilst his Omnitrix beeped out, "Warning, Omni-Energy supply is low. Recharge Mode activated."

"Huh, that wasn't so bad... I feel alright." Stan admitted brushing himself down after he changed back.

"Well, I guess that's the end of the Symbiote pack," Max suggested just before something big landed nearby.

WHOOSH! SPLAT!

A familiar pink blur landed near the group along with six other Symbiotes in a circle surrounding them.

"You and your big mouth, Grandpa." Ben nervously muttered to Max who watched Ink stomp over to him.

 _ **"Do you have any idea what you've done the pair of you?"**_ Ink questioned Ben and Nibbler.

"Uh... Helped save the day again?" Ben sheepishly shrugged before Nibbler said, _**"And beat Frenzy who was an imbecile."**_

 _ **"And it is my proud duty to name the two of you, Alpha of the pack."**_ Ink told the heroic duo before she kneeled.

The rest of the Symbiotes then kneeled as well with Gwen, Stan and Max watching on.

"You've got to be kidding me..." Gwen muttered in disbelief as Stan shrugged and told Gwen, "Eh, could be worse."

Smiling brightly, Ben then transformed into Nibbler as the Symbiote overtook him.

Splat... Slither... Squelch...

 _ **"Well, I merely have one request as pack alpha. I want you to leave Earth and find another place to live."**_ Nibbler requested to the group.

Ink looked at Nibbler in confusion before she asked him, _**"But why?"**_

Holding out his arms, Nibbler told Ink, _**"I don't believe that I can be a leader. Plus I have a new family now."**_

Nibbler looked at the group before Max sighed and told Nibbler, "Well, I guess you're welcome to tag along. But no funny business okay?"

Nibbler nodded back before he told Ink, _**"I place you in charge of the pack now."**_

Speechless, Ink stepped forward before she said, _**"But I'm not sure of how to be a pack leader, let alone leave this planet."**_

"Who says you have to leave? You could always live on this planet, just do so in secrecy and don't harm any innocent people." Stan then suggested to the female Symbiote.

Thinking about what had been suggested, Ink then told the group, _**"You know what Omnitrix wielder? You're right. The only reason we even came here was because of Frenzy wanting to hunt you down like prey. But since Frenzy is no longer around, I will lead the pack to a quiet but peaceful existence so long as no one bothers us."**_

"Well, hopefully, you can keep that promise." Max told Ink who said back to Max, _**"Of course Max Tennyson. We will."**_

Ink then grinned and stomped off with the rest of the Symbiote pack following on.

It wasn't long until all the Symbiotes had left the area with Nibbler slowly morphing back into Ben.

Splat... Slither... Squelch...

"Glad that ended okay. What about the rest of Jonah's thugs?" Gwen questioned Max.

"I wouldn't worry about that. Because of all the ruckus out here, the thugs will have probably left the area not wanting any more trouble. I think our work here is done." Max informed the group.

The group then walked off together to the exit of the complex with Ben declaring, "And the best part of all this? I finally have superpowers at last."

 _ **"And the way I see it, we can make a big difference by help people rather than being an evil monster."**_ Nibbler is telling everyone.

Facing Ben and Nibbler, Stan joyfully smiled and told them, "I think this summer just got even more exciting. Give me five Ben!"

As Ben, Stan and Nibbler high-fived each other, Max said to everyone, "Sounds like a plan then. Well, let's get back on the road then."

And so with the Symbiote threat now over and Ben having new superpowers, Stan knew that everything had once again changed for the better.

 **Author's note: Well the first chapter of Part 3 is done. Rather than do the future episode adaptation, I wanted to do something different which allowed me to not only introduce more Marvel Comics elements, but I was able to use the context of the chapter to give Ben superpowers as well.**

 **Giving Ben powers was something that I and some reviewers had wanted to happen for a while, but I wanted to implement a custom chapter whilst also giving Ben some more awesome stuff.**

 **As for the Symbiotes, Frenzy, Ink and Nibbler are custom characters made by me, and the design is based on the 2018 Venom movie for what I picked.**

 **You can imagine the classic comic design, If you'd want to, however.**

 **Also, I decided to bring back Jonah and have him and Frenzy be dark reflections of Ben and Nibbler which I think worked out nicely.**

 **One last thing is that the next chapter will be 'Midnight Madness'. And thanks to the lack of having to come up with custom chapter ideas, the next few chapters should be quick to make and not dragged in development hell.**

 **Oh and as for 'Stan 10000'? It's gonna happen at some point maybe near the end of Part 3 or in the middle, I haven't decided yet. But it will be a great chapter to write.**

 **But for now, I'm going to write 'Midnight Madness and the original episodes beyond that.**

 **Thanks for reading this update and see you all when the next chapter comes out soon. Hopefully.**

 **Edit: Thanks to everyone who left reviews and feedback. It's appreciated.**

 **However, I am slightly confused as to why I lost a couple of follows and one favourite.**

 **Maybe it was the tone and style of the chapter? Maybe, could be something else.**

 **Anyway, this whole chapter was something that I wanted to do for a while and I didn't mean to alienate you readers in the first place.**

 **But I can understand why you may have been turned off by the chapter. So yeah that's it.**


	29. Chapter 29: Midnight Madness

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins and Nibbler are custom characters made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome to the next chapter of Stan 10. This chapter has a few extended scenes from the original episode that I added in.**

 **So let's get started and enjoy reading the chapter and Remeber to Read, Review and Favourite!**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: The group were heading to the next major stop on the summer vacation, a gigantic mall known as Mega-Mall-Opolis.

Whilst on the way there, the group came into contact with a new alien species known as Symbiotes which are a parasitic alien species that could bond with Human hosts.

Ben was accidently one of these hosts where a young Symbiote known as Nibbler bonded to Ben via the process known as Symbiosis.

As Nibbler and Stan fought, It was later revealed that Jonah Melville was responsible for the crisis having sought out revenge upon Stan.

Thankfully after a brief skirmish, the group was able to end the Symbiote conflict and proceeded onwards to the mall with Nibbler joining the group.

After arriving at the mall, the group soon discover a new and intriguing threat where Stan will meet a valuable new long term ally for the first time...

Chapter 29: 'Midnight Madness.'

It was a cloudy and dull evening as the group walked out of the exit of the mall.

Max was carrying all of the shopping the group had acquired whilst Stan was in the middle near Ben and Gwen.

"Five hundred stores? Seventy-two restaurants? Forty-eight movie screens? An indoor roller coaster and rides?! This place is awesome!" Gwen happily exclaimed reading a brochure guide to the mall.

"You know Gwen, from a technical standpoint, the best roller coaster manufacturer out there is Bolliger and Mabillard." Stan pointed out having a geeky moment.

"We could spend the whole summer here! This mall has everything!" Ben then joyfully stated before Nibbler then told Ben, _**"Yes... I am so glad that we came here after all. I look forward to seeing more of this planet."**_

The group then prepared to board the Rust Bucket just before an alarm bell rang out.

RING!

A pair of shadowy robbers wearing balaclava masks and long trench coats sprinted past the entrance to the mall carrying jewellery.

The doors to the mall then opened as three security guards charged out wielding Glock pistols with the commander calling out, "Halt in the name of mall security!"

The shadowy robbers didn't reply before the security guards then chased after them as Max pointed out, "Including their own police force."

"It looks like the rent-a-cops could use a little help," Ben suggested cracking his knuckles before Gwen told Stan, "A hero's work is never done is it?"

"I know, it's not. I think Wildmutt would be a good choice for this situation. And don't worry, I've got this." Stan told the others casually.

Ben was about to protest when Nibbler told him, **_"It's not worth it. Why bother Stan when he can just do the task himself?"_**

"Fair point," Ben replied to himself whilst Stan activated the Omnitrix on his right arm.

BEEP!

The exposed green core slowly rose up before Stan scrolled through the alphabetical silhouettes to Wildmutt's.

"And bingo," Stan muttered before gently tapped down the core and transformed into Wildmutt via a flash of green light whilst the Omnitrix symbol beeped out, "Vulpimancer DNA sample activated."

FLASH!

Once Wildmutt transformed, the Vulpimancer quickly sprinted off from the Tennyson group and pursed the shadowy robbers.

Paying attention, Wildmutt noticed that the shadowy robbers ended up jumping from a street lamp into a nearby parking garage.

WHOOSH! THUNK! WHOOSH! THUNK!

The security guards watched on in disbelief and shock before one of them mumbled, "Did you see that?! They jumped up like ninjas!"

"Come on!, Let's go up via the parking garage stairs!" Another security guard suggested.

Wildmutt then leapt over the security guards and bounced off the street lamp before landing in the parking garage.

WHOOSH! THUNK!

Upon seeing Wildmutt, one of the security guards then fearfully stated, "Maybe we should stay away from the alien."

Landing in the garage, Wildmutt then noticed who the robbers were.

It was a duo of elderly citizens.

 _"Please don't tell me I'm dealing with Limax again._ "Wildmutt nervously thought before he roared, "RARGHH!" And sprinted towards the elderly duo before tackling them onto the ground.

WHOOSH! SMACK! THUD!

The jewels went flying onto the tarmac as Wildmutt skidded and glared at the elderly duo who quickly got back up and performed some karate moves.

Confused, Wildmutt scratched his chin before the elderly duo then leapt in with a pair of ninja kicks.

Thankfully, Wildmutt backflipped from the attack and gracefully landed on the ground before he decided to transform and change.

"ROAR!" (Ghostfreak)

FLASH!

"Ectonurite DNA sample activated." The Omnitrix beeped out as Ghostfreak appeared from a flash of green light before he quickly activated his intangibility ability as the kicks faded through his ghostly body.

WHOOSH!

"Nice try... But you can't exactly... hit old Ghostfreak..." The heroic Ectonurite wheezed to the pair of glaring elderly citizens.

Floating above the air, Ghostfreak then remembered something important.

Thanks to his former connection with Zs'Sakyr, Ghostfreak should be able to possess the body of people.

"Well... Here goes nothing..." Ghostfreak mumbled under his breath before he flew towards the body of the old man.

WHOOSH!

Becoming intangible, Ghostfreak possed the body of the old man who gained the glowing purple eyes with cracked lines running along with them.

The elderly lady moved back in shock before the old man turned his head and replied in Ghostfreak's voice, "Excellent... Now let's see... Good, this will work..."

Controlling the elderly man's body, Ghostfreak began fighting back against the elderly lady who tried to defend herself with martial arts moves.

However, Ghostfreak was able to equally fight back thanks to the elderly man's knowledge of martial arts.

WHOOSH! SMACK! KICK! PUNCH! CRACK!

The duel ended with Ghostfreak commanding the old man to knock out the elderly woman with a pressure point jab to her neck.

"Phew... Glad that's over..." Ghostfreak's voice replied from the old man as he watched the elderly woman fall onto the ground knocked out.

WHOOSH! THUNK!

Ghostfreak then morphed out of the elderly man's body before he slowly stumbled forwards and landed on the ground also knocked out having fainted due to shock.

WHOOSH! THUNK!

The Ectonurite then chuckled slightly before he mumbled, "Okay... Why are elderly people... stealing jewellery?"

Ghostfreak then heard the sound of cars coming.

Turning to the right, Ghostfreak saw some mall carts drive up as several security guards parked the cars and got out cocking their Glock pistols at the Ectonurite.

SCREECH! WHOOSH!

"It's that ghost alien that terrified Bancroft Academy a few weeks ago!" One of the security guards loudly informed his colleagues.

"You got the wrong alien..." Ghostfreak replied before he gestured to the knocked out criminals and told them, "I stopped the... thieves for you..."

"Yeah, but still alien's like you and that dog thing cause nothing but trouble. Open fire!" Another one the security guards told Ghostfreak before the guards opened fire.

BLAST! PEW! BLAM! PEW!

With the bullets phasing through Ghostfreak, he activated his intangible state and flew above the mall carts into the sky before he called out, "XLR8!"

WHOOSH! FLASH!

Emerging from the green light, XLR8 landed on the floor via a backflip and placed down his mask which covered his face with the Omnitrix symbol beeping out, "Kincerlean DNA sample activated."

XLR8 then activated his wheeled feet before he ran off from the security guards.

Some of the security guards clambered back into their mall carts and chased after XLR8 whilst a pair of them recovered the jewellery and arrested the elderly criminals.

WHOOSH! ZIP! SCREECH! WHOOSH! HONK! HONK!

Running down the ramps, XLR8 looked around and noticed the mall carts chasing after him.

"Better find a way to lose the cops!" XLR8 shouted out before he ran down another ramp and spotted the Rust Bucket pull up outside.

SCREECH!

Grinning, XLR8 then ran behind the back of the Rust Bucket and came to a halt before he loudly called out, "Stan!"

FLASH! Creak...

Transforming back to Stan in a flash of green light with his Omnitrix beeping out, "Base DNA sample activated."

Gwen then opened the side door of the RV and told Stan, "Quick, get in!"

Nodding back, Stan quickly climbed into the Rust Bucket with Gwen closing the side door just before the RV drove off with the mall carts chasing after them.

SCREECH! WHOOSH!

Speaking into his radio, the security guard pointed out, "They must be trying to escape in that RV! Cut em off!"

The Rust Bucket then drove out of the car park whilst one of the mall carts ended up screeching down the hill blocking the route at the bottom whilst the remaining mall cart pursed the Rust Bucket down the corner...

Right in the direct route of the parked mall cart.

"Hold on kids!" Max warned everyone in the RV which he sharply turned to the left and impacted a street lamp.

SCREECH! CRASH! WHAM! Hiss...

The front-engine of the RV was dented slightly as smoke hissed out from the RV's engine.

The security guards then surrounded the Rust Bucket and breached open the side door and stormed in holding their Glock pistols ready to fire.

Inside, Ben and Gwen were sat on the side booth whilst Stan and Max were in the front of the RV.

"Looking for someone, officer?" Ben nervously asked the security commander.

"Where are the aliens?" The security commander questioned the group.

"What aliens? We were just driving out of the car park." Stan lied to the security commander.

Now in doubt, the security commander holstered his Glock back on his utility belt before he muttered, "But I could have sworn..."

"I don't mean to be rude officer, but we didn't see or hear anything." Max also lied to the security commander.

Sighing and with no evidence to go with, the security commander then told the group, "Right... Sorry about that. We'll provide you with compensation for your damaged vehicle. Enjoy your stay at Mega-Mall-Opolis and have a pleasant evening."

The security guards then left the area on their mall carts as the group sighed in relief.

"Man, that was way too close." Ben said before Nibbler then emerged from his left arm and stated, _**"Good thing we didn't need to come out."**_

"And have two aliens rampaging across the mall? Not the best idea." Gwen reminded Nibbler who nodded back in agreement.

Walking past the other kids, Stan then questioned Max by saying, "Do you need a hand to fix the Rust Bucket Uncle Max?"

"Don't worry, I'll find a safe place to park and then I'll see about fixing her up later. But for now, I don't. But thanks anyway, Stan." Max honestly told him.

Not knowing what else to do, Stan decided to read another one of his comic books before he went to bed.

Several hours later in the next morning...

"Zzz..." Stan quietly slept in his bed below Ben's with his Star Wars backpack dropped next to him on the floor near him.

"Rise and shine kids! We've got a good day ahead of us." Max then kindly yelled out to the kids.

Yawning, Stan then opened his bright blue eyes and slowly got up feeling a slight tingle in his back.

 _"Huh? What's up with my back and why is it tingling? Eh, it's_ _probably nothing to worry about."_ Stan slowly thought to himself.

Ben then leapt out of his bed and landed on the floor just before Nibbler morphed from Ben's left arm again.

Splat... Slither...

 ** _"What's for breakfast, Max? We are hungry!"_** Nibbler hungrily groaned to Max.

"Escargots. They're really good for your body." Max replied to Nibbler who smiled happily.

"Trust me, you do not want to know what Grandpa can cook." Ben warned Nibbler before Gwen told the Symbiote, "Yep, Grandpa's cooking is well not nice to put it in good terms."

 _ **"So? We Symbiotes can eat anything."**_ Nibbler cockily replied before he morphed back into Ben's body.

Splat... Slither...

"Hey, Ben maybe if Nibbler devours Max's food, then you should be able to digest anything Max makes for you." Stan jokingly suggested to him.

Thirty mins later inside Mega-Mall-Opolis...

The three kids were walking inside the large mall where hundreds of people and staff members were inhabiting the building going around their usual business.

"Nice going last night, Stan. Even though you managed to stop the robbers, but because they thought your alien butt was inside, they played demolition derby with the Rust Bucket." Gwen reminded Stan of everything that happened.

"So? Don't be such a baby, Gwen. The mall's going to pay for the repairs and it bought us a few more days here whilst Grandpa waits for the parts." Ben bluntly responded to Gwen drinking a soda.

"You both make equal points. But what else could I do? It's not like I have an alien which can reverse time or fix the RV every second. Besides I just want to relax." Stan honestly admitted to them.

"Yeah, I guess you're right. Nice job as well as whoever you used." Gwen told Stan before she patted him affectionately on the back.

Stan couldn't help but blush in embarrassment and joy while his heart rate skyrocketed before he told Gwen, "Uh... I guess it was nothing... And thanks..."

Ben then muttered under his breath, "Girls... I still don't get them half the time." Noticing Gwen's cheeks briefly flare red.

Ignoring Ben, Gwen then gasped and ran over to a nearby poster whilst Ben tapped Stan on his back who shook his head no longer embarrassed.

"The Amazing Sublimino: Master of Hypnosis. Last day?" Gwen read the poster before she smiled and told the boys, "Cool! Let's check it out!"

Unbeknownst to the kids, however, a familiar female was watching the group.

She had had long red hair along with observant green eyes and a normal skin colour.

She was wearing a pair of blue jeans and a regular black shirt along with some trainers.

Currently, she was paying close attention to the Omnitrix on Stan's right arm.

For those who don't know who she is, her name is Natasha Romanoff, and she is a high ranking SHIELD Agent who was formerly a Russian assassin.

Smiling slightly, Natasha then spoke into an earpiece radio that had been placed in her ear before she said, "Director Fury? I found the kid over."

"Good work Agent Romanoff. After we found out about alien activity near the mall from last night, we knew it had to be vital to send you here. The time for observing is over. My instructions are as follows, if the kid uses his aliens to attack you or cause havoc, you must take action to subdue him." Nick Fury's voice instructed her.

"Of course, I'd be more than happy to oblige. And if the kid is friendly?" Natasha Romanoff questioned Nick Fury who replied, "Then be friendly. Get to know him more. Try to get him to give up more information than we need about how he got the watch. But the most important thing? If we piss the kid off, he won't want to help us. Plus he could be a valuable asset long term."

"Understood, Black Widow out." The undercover Shield Agent replied before she slowly walked after the kids.

"Gee and to think we almost missed him." Ben jokingly said chucking the empty soda bottle into a nearby bin.

"Hypnosis? Certainly, a very controversial but interesting way to make a fortune." Stan smartly rambled on following the other two.

A few mins later at a nearby stage...

The group of kids watched from the back amongst a small crowd of around twenty to fifteen people.

 _"Not a lot of people here. Ah well, this should be_ _mildly_ _entertaining."_ Stan's inner voice thought to himself.

Then a high pitched male voice blared out from behind a stage curtain, "Ladies and gentlemen! Presenting the Amazing Sublimino! Master of Hypnosis!

A bright purple puff of smoke then covered the area as Sublimnio emerged.

Sublimino is a small male with creepy pale skin who is in his mid-30s to early 40s.

Sublimino has shaggy blonde hair on both sides of his head with the centre of his head being bald due to hair loss.

On his eyes, Sublimino wore a pair of large sunglasses over his eyes where a distinguishable downwards scar was present on his right eye.

Sublimino's clothing consisted off an oversized red suit which had a red tie along with a red-caped blazer over the suit.

Sublimino also wore a pair of smart white pants and neat black shoes.

Coughing due to the smoke, Sublimino ended up nearly tripping on his long jacket with some people in the crowd snickering slightly.

Facing the crowd, Sublimino tapped his microphone before he spoke into it with a high pitched voice, "Behold Sublimnio! I am here to take you on a journey through the mysterious realm known as the mind! But first, I shall require some volunteers."

"*Yawn* When are you going to do something interesting?" A random person from the crowd loudly said just to annoy Sublimino who ignored that person.

"I don't know why but that Sublimino guy has a very similar voice to Invader Zim. That's kinda odd." Stan bluntly pointed out thinking about one of his favourite cartoons.

"So? Only someone with half a brain could be hypnotized anyway." Ben then suggested to the group whilst Gwen then had a bright idea.

Taking out a Sony video camera, Gwen then grabbed hold of Stan's right arm and rose it up before she yelled to Sublimino, "Hey, here's a volunteer for you!"

"Gwen, what ails you?!" Stan complained in annoyance to Gwen who grinned and cheekily replied to Stan, "What's the matter, Stan? Are you afraid of going onto the stage?"

Stan glared in anger before he told Gwen, "No. I'm not Gwen. I'll handle this hypnosis once and for all unscathed."

Stan then confidently strolled onto the stage before Ben asked Gwen, "Why not let me, volunteer, anyway?"

"Well, you do have a flesh-eating alien inside of you that I wouldn't know how it would react upon being hypnotized," Gwen remarked to Ben who shrugged back in response.

Walking onto the stage, Stan took his position next to an old man who wore glasses and a small lady as well.

Adjusting his body, Stan smiled brightly with joy at the audience whilst Sublimino faced the group and took out an antique pocket watch.

"Now, clear your minds. Focus only on this pocket watch as it swings back and forth." Sublimino told the group whilst Stan blinked his blue eyes in confusion.

As Sublimino swung his pocket watch and told the group, "Your eyelids are feeling heavy... You are falling into a deep sleep..."

Stan rolled his blue eyes at the other volunteers on the stage who didn't know what Sublimino was up to.

Unimpressed, Sublimino then removed his pocket watch and took out another pocket watch with the string and the dials upside down.

Sublimino then pressed a button on the side of the watch which had an unexpected side effect.

DING! WHOOSH! PING!

A yellow sonic pulse of energy erupted from the watch and blasted the volunteers on the stage.

Immediately, Stan's bright blue eyes widened in shock with his pupils shrinking to a smaller size.

 _"Huh... What is... Zzzz..."_ Stan briefly thought before he felt his various emotions cease to function correctly.

Then Stan and the other volunteers closed their eyes before they all fell asleep whilst Sublimino turned off the watch.

"Zzzz..." Everyone on the stage snored loudly whilst Sublimnio smiled at his handy work.

Ben and Gwen couldn't help but snicker together before Ben whispered to Gwen, "You thinking what I'm thinking?"

"Oh yeah! Major blackmail time!" A giggling Gwen replied aiming the camcorder towards the stage.

At the back of the crowd, Natasha smirked paid a close eye on Stan curious as to what would happen.

Walking next to his volunteers, Sublimino explained, "Now you are in my power. When you open your eyes, you will all become newborn babies."

The three volunteers then opened their eyes and all began crying loudly with tears coming out from their eyes.

"AHAHAHAHAHA!" Various members of the audience laughed loudly before they clapping for Sublimino.

"Thank you... Thank you." Sublimino thanked the crowd before he faced his bawling volunteers.

The old man was crawling across the stage floor whilst the lady was sat down crying loudly whilst Stan was idly sucking his thumb thinking about his mom.

"Now! You are all chickens in a barnyard!" A grinning Sublimino ordered his volunteers again.

Immediately the three volunteers stopped crying, raised their arms, flapped them around and began clucking like chickens walking around the stage.

The audience laughed even louder whilst Ben and Gwen were giggling even louder with Nibbler watching the stage show having woken up from his nap.

 _ **"BAHAHAHAHA! Oh man, that is so blasted funny!"**_ Nibbler gleefully told Ben who said, "Heck yeah, it is!"

A confused Max then walked over near the kids and questioned them, "Uh... Why is Stan acting like a chicken?"

"It's my early Christmas present." A grinning Gwen told Max with a cocky look on her face.

Walking past his volunteers again, Sublimino gave them individual orders.

"You are a ballerina," Sublimino ordered the old man who quickly adopted a ballerina pose and danced off.

"You are a ferocious grizzly bear," Sublimino ordered the woman who growled and roared like a bear walking off.

Sublimnio then faced Stan and told him, "And you, my lad, you are an alien."

With a deadpan expression on his face, Stan rose up against his left hand and activated the Omnitrix with the core rising.

BEEP!

"Joke's over!" Max then warned Ben and Gwen who quickly sprinted off to the stage whilst Max grabbed the camcorder.

Ben and Gwen then ran onto the stage and tackled Stan right through the curtain just before Stan transformed.

FLASH!

Annoyed by the flash of green light, Sublimino peered through the curtain and spotted Ben and Gwen kneeling on the floor.

"You are ruining my performance!" Sublimino criticized the kids.

Gwen and Ben quickly stood up and told Sublimino, "Sorry, my best friend..." Ben began with Gwen saying, "Had to run to the little alien's room."

The kids then grinned together before Sublimnino huffed and closed the stage curtain.

From the back of the crowd, Natasha had taken note of what had happened to Stan before she decided to leave and report her findings to Nick Fury.

Looking down, Ben noticed a dazed Grey Matter in his hands before the Galvan dully said, "Uh... Take me to your leader. Your will is my command."

Gwen and Ben merely grinned together in response thinking about what entertainment a hypnotized Grey Matter could provide for them.

Several hours later back at the Rust Bucket...

It was a calm and cloudy night as Max Tennyson slowly repaired the engine of the Rust Bucket using a wrench to adjust the fuel lines together.

Inside, however, was different.

Ben, Gwen and Nibbler were laughing loudly at the video footage of Stan who was gripping his hair with both of his hands.

"I can't believe I endured that disgraceful humiliation! Me and my big mouth!" Stan complained in a mixture of embarrassment and anger.

 ** _"Cheer up, Stan, it's just a joke, you sissy!"_** Nibbler jokingly taunted Stan for fun.

Enraged, Stan gritted his teeth and felt his anger levels skyrocketing before Ben glanced at him.

"Sheesh, Stan calm down, we're just having fun." Ben calmly advised Stan.

Stan sighed back before he sadly remarked to Ben, "It's just not fair."

Feeling sympathetic for Stan, Gwen told him, "Don't worry, why don't you check out my favourite bit?"

Looking into the camera, Stan's blue eyes widened in shock as he saw Grey Matter looking after Ben and Gwen!

"More food, masters?" Grey Matter questioned Ben and Gwen who had different bowls of food near them, crisps for Ben and grapes for Gwen.

"You are kidding me! Grey Matter reduced to a servant?! Just why?!" Stan muttered in shock and disbelief.

The camera then showed Grey Matter combing Gwen's hair before the Galvan was feeding Ben more food.

"Take it, easy brainiac. You're going to force-feed me and Nibbler." Ben spoke to Grey Matter on the camera.

The Omnitrix symbol on Grey Matter's back then began beeping red before he transformed back to Stan in a flash of red light.

BEEP! BEEP! BEEP! FLASH!

Landing on the ground face first with his Omnitrix blaring out, "Warning Omni-Energy supply is low. Recharge Mode activated." Stan groaned and briefly shook his head again.

"Uhh... What just happened to me?" Stan tiredly muttered now out of Sublimino's hypnosis trance.

"Too bad you snapped out of it when the Omnitrix timed out, I was going to have you do a hot oil conditioning treatment next," Gwen remarked to Stan.

Blushing slightly again, Stan asked Gwen and Ben, "Look, I know you had your fun. But can you please erase the footage from public knowledge?"

Gwen nodded and prepared to delete the footage when Ben grabbed hold of the camera and told Gwen, "Delete it?! We have a gold mine of footage on here doofus!"

"Knock it off dweeb! The footage is going away!" Gwen then yelled at Ben before the two began fighting on the floor for the camera with Stan watching on not wanting to fight.

The side door of the Rust Bucket then creaked open before Max walked inside the RV and closed the door.

Creak... THUNK!

The camera then flew out from Ben and Gwen's hands before Max caught it and bluntly told the kids, "Alright. That's a wrap on the video. It's been a long day and we could all use some shut-eye."

Max then placed the camera in a cupboard before he ordered the kids, "Light's out."

Ben and Gwen then got off from the floor before they walked to their beds with Stan following on.

A few hours later at nearly twelve o clock in the evening...

It was quiet in the Rust Bucket with everyone sleeping peacefully.

Currently, Stan was having a nice dream where he muttered out, "Oh, Batman... So nice to finally meet the caped crusader... Zzz..."

Then the large clock connected to the mall struck midnight before a yellow sonic pulse of energy blasted through the air.

DING! WHOOSH! PING!

The blast of energy shot through the local area before the wave reached the Rust Bucket and Stan.

Immediately after being zapped by the energy wave, Stan opened up his blue eyes and turned around in a trance-like state having been hypnotized once again.

With none of his emotions working correctly, Stan unravelled his duvet and leapt off the bed quietly not wanting to disturb anyone before he walked over to the side door of the RV and opened it.

Creak...

Steeping outside, Stan then closed the side door quietly before he activated the Omnitrix.

BEEP!

Scrolling through his silhouettes, Stan barely heard anything before he tapped down the core and transformed into Diamondhead in a flash of green light.

FLASH!

Now transformed, the Petrosapien barely registered the automatic voice bleep out before he walked off towards the mall like a zombie.

At the same time inside the mall...

Two security guards, Bill and Ted were walking inside the mall together doing their patrol rounds.

"And then Ted, I told the no neck hooligan who tried to steal the ride parts for the Sea Dragon, drag your ass back to wherever you came from." Bill jokingly told his partner.

"I dunno, Bill, It's rather odd how we have more people trying to rob the mall at night compared to a few weeks ago. Thankfully management has increased security overall." Ted pointed out to his partner.

Shrugging back, Bill told Ted, "Well, I don't see anything odd. Maybe we're..."

SMASH!

A glass window near the front door of the mall shattered before Diamondhead slouched into the building via the shadows with his golden-yellow eyes being the only source of light in the dimmed entrance hall.

Looking around the mall entrance, Diamondhead then heard Sublimnio's voice order him in his head, " _Aquire motor from the boat... Deliver to the master... Stop those who halt your progress..."_

Knowing what had to be done, Diamondhead then began dully walking to the Sea Dragon ride with his crystal footsteps echoing across the building whilst Bill and Ted nervously glanced at each other.

"Did you hear that?! Sounds like we got some thugs to deal with." Bill warned Ted who whispered back, "We might be able to handle this without anyone else. Let's roll."

The two security guards then took out their flashlight's and Glock pistols before they walked off together into the mall.

Slowly but surely, Diamondhead emerged into view with the security guards freaking out.

"What the hell is that thing?!" Bill loudly shouted before Ted yelled, "I don't know! Take it out!"

The security guards then opened fire with the Glock pistols with the bullets bouncing off Diamondhead's skin.

BLAST! PEW! BLAM! PEW!

In response to being shot at, Diamondhead morphed both of his hands together and unleashed several diamond shards at them.

RATATATATAT! BLAM! THUNK!

Thankfully, the security guards managed to avoid being injured by the diamond shards as Diamondhead pushed on.

By now in response to the commotion, Diamondhead had created, more security guards had arrived on the scene carrying various Shotguns, Revolvers and Machine guns.

"Halt in the name of mall security! Or else you will be shot on sight!" The security leader shouted to Diamondhead carrying a UMP Machine gun.

Diamondhead merely turned around and placed his hands on the floor.

Rumble... CRACK! WHOOSH!

The ground then exploded with diamond crystals which scattered the security forces who began opening fire on Diamondhead.

BLAST! PEW! BLAM! PEW! BLAM!

The hypnotized Petrosapien then ran forward morphed his hands into diamond swords and began knocking out the security guards one at a time.

WHOOSH! SMACK! KICK! BLAST! PEW! BLAM! THUNK!

One unlucky security guard ended up having a broken leg as Diamondhead continued his destructive and merciless rampage throughout the mall.

"ARGH! MY LEG!" The unlucky security guard howled in pain before some colleagues began dragging him off.

"FALL BACK! WE CAN'T BEAT THIS THING WITHOUT THE SWAT TEAM!" The security guard leader ordered his troops with the security guards having no choice but to flee from the area.

With all the security guards now gone, Diamondhead placed his hands back onto the floor and made the diamond crystals vanish.

Rumble... Crack...

Looking around Diamondhead noticed that bullet casings and crystal shards covered the area as the Petrosapien moved to the Sea Dragon ride.

Leaning down, Diamondhead slowly placed his hands on the maintenance generator and peeled the hatch cover off.

Creak... Groan...

Diamondhead then spotted a large motor for the ride which was used for the Sea Dragon.

The Petrosapien then carefully grabbed hold of the motor and pulled it out from the generator before he heard a female voice call out, "So, we finally meet, Hopkins."

Confused, Diamondhead calmly turned around and spotted Black Widow aka Natasha Romanoff in her full combat outfit.

Currently, Natasha was donning a black and blue catsuit which had fingerless gloves to cover up her hands.

The uniform also had a Shield logo on each of the shoulders.

Lastly, her suit had two utility belts with one of a red hourglass symbol on whilst the other as a standard utility belt.

"I'm only to give you one option. Stand down or I will have no choice but to defend myself." Natasha warned Diamondhead.

Still, in his trance-like, state, Diamondhead placed the ride motor on the ground before he walked over to Natasha and morphed both of his hands into diamond swords.

"Oh fine, don't say I didn't warn you kid," Natasha muttered back before she grabbed two silver discs and hurled them on the ground near Diamondhead.

THUNK! BLAM!

Stunned by the Flash Bombs, Diamondhead stumbled around with his arms morphing back to normal before Black Widow charged in and performed a flying kick on the Petrosapien's face.

WHOOSH! KICK! CRACK!

Feeling his face shatter slightly, Diamondhead scowled and attempted to grab hold of Black Widow's leg, but the former Russian spy grabbed Diamondhead's arm and attempted to flip him over.

However, Diamondhead quickly grabbed hold of Black Widow and hurled her towards the floor but she simply performed a backflip before landing on the floor.

WHOOSH! THUD!

Looking upwards, Black Widow then saw Diamondhead's fists above her head, so she slid under Diamondhead and emerged from the other side.

Now annoyed, Diamondhead formed his left hand back into a sword whilst his right hand was curled up into a fist and attempted to attack Black Widow who hurled a pair of Taser Disks onto the ground.

ZAP! SPARK! CRUSH!

The Taser Disks briefly electrified Diamondhead, but he merely crushed the device's with his feet and gave Black Widow a give up look.

Determined to keep fighting, Black Widow threw a pair of bolas at Diamondhead's feet, but he only sliced through the rope with his sword.

WHOOSH! SLICE!

Still not willing to give up, Black Widow then noticed Diamondhead's two back spikes and figured out it might be a weak spot for the alien.

Smirking slightly, Black Widow then leapt off a nearby wall before she landed on Diamondhead's back.

Shocked, Diamondhead attempted to pull her off, but Black Widow took out one of her PPK/S Pistol's and began firing bullets into Diamondhead's crystal back.

PEW! CRACK! PEW! BLAST!

Diamondhead gritted his teeth in pain, now worried about Black Widow and wanting to end the fight.

Immediately, Diamondhead grabbed hold of Black Widow's leg and hurled the SHIELD agent off his back.

WHOOSH! THUD!

Black Widow quickly landed on the floor and got up before she noticed Diamondhead grab the ride motor with his right arm before he morphed his left hand into diamond shards and began firing them at Black Widow.

RATATATATAT! BLAM! THUNK! CRASH!

Black Widow quickly leapt behind the Sea Dragon ride booth where the diamond shards impacted the metal structure before they stopped firing.

Looking upwards, Natasha noticed that Diamondhead had now left the area with green diamond shards and bullet casings covering the area.

Taking a quick breather, Natasha activated her earpiece and spoke into the device.

Bzz...

"Director Fury? I think you'll want to hear what I have to say." Natasha bluntly spoke through the earpiece.

Meanwhile outside the mall at a nearby construction site...

Sublimino waited patiently in a nearby garage hoping that one of his hypnotized minions would deliver what he had requested.

"Bah... I hope that someone shows up and delivers me what I want..." Sublimino ranted on before he froze in shock.

Diamondhead slowly walked out from the shadows carrying the motor in both of his hands before he placed in front of Sublimino and stared at him.

"Well, I certainly wasn't expecting a walking chandelier. Ah well, at least I have what I want. Now leave before the cops find me." Sublimino ordered Diamondhead.

Nodding back, Diamondhead quickly ran off the construction site and sprinted back to the Rust Bucket.

Several hours later, the next day inside Mega-Mall-Opolis at nine in the morning...

It was a busy day inside the mall as the group of four continued exploring the facility.

At the back of the group, Stan slowly plodded along with his blue eyes now red and exhausted due to a lack of sleep from his hypnosis event last night.

 _"Good grief... Why am I like this? I could have sworn I got some sleep last night."_ Stan tiredly thought before he yawned slightly.

Turning around Max then asked Stan, "Hey you okay, Stan? You don't seem peppy as usual."

*Yawn...* I'm so tired Uncle Max..." Stan replied before the group walked over to the Sea Dragon ride.

Following Diamondhead's hypnotic rampage, the security forces had cleared up most of the bullet casings and diamond shards lying on the floor.

Noticing the security guards clearing up the last of the debris, Gwen then curiously asked them, "Woah... What happened?"

"Somebody stole the motor from the Sea Dragon ride. Probably a prank by some punk kids." A security guard monitoring the scene told the group.

"What do you make of this then?" A security guard who had witnessed Diamondhead's rampage last night questioned his colleague.

The group then spotted the guard holding one of Diamondhead's green crystal shards in his hand before he told the officer, "Last night, this diamond alien showed up and nearly killed a dozen of our guards just to steal the ride motor. It was something I never want to experience again."

The Tennyson trio glared at Stan who shrugged back in response.

"Well, I guess we'll have to beef up security around here in case that alien freak shows up again. Let's go, Bill." The other security told his colleague.

Once the security guards vanished, Stan held out his arms and told the group, "What? I didn't do that robbery, I promise!"

The Tennyson trio continued glaring as Stan bluntly told them, "Look, I'm not the only alien in the galaxy you know. It could have been any Petrosapien."

Max didn't reply before he began thinking about what could be happening to Stan.

The next night at nearly twelve o clock in the evening...

Once again everyone was asleep inside the Rust Bucket with Stan sleeping quietly below Ben's bed.

Then as the clock on the mall struck midnight, a large sonic pulse of yellow energy struck over the area again.

DING! WHOOSH! PING!

Immediately, Stan entered the trance state and quickly leapt out of the bed and onto the floor.

However this time, both Gwen and Ben heard Stan jump out of his bed.

"Stan? Where are you going at this time of night?" Ben asked Stan just before Nibbler suggested, **_"Probably for a midnight snack."_**

"Hello, Earth to Stan? Ben asked you a question." Gwen then tried talking to Stan who ignored Gwen and stepped outside opening the side door.

Creak...

Like last time, Stan closed the side door before he activated the Omnitrix.

BEEP!

As Stan scrolled through the silhouettes, Gwen and Ben jumped out of the beds and woke up Max.

"Grandpa, wake up! Stan's sleepwalking!" The kids spoke to Max who muttered out, "What? Stan's sleepwalking?!"

FLASH!

A bright flash of green light was heard outside before the group quickly went outside and saw Upgrade with the Omnitrix beeping out, "Galvanic Mechamorph DNA sample activated."

Now transformed, Upgrade morphed into his blob form and slid across the ground before travelling up to a street lamp.

SPLAT! Slither... ZAP! SPARK!

Upgrade then used the electrical current to traverse onto the roof as the Galvanic Mechamorph morphed into his humanoid state.

"Ben, I think you and Nibbler should try and stop Upgrade before he does something bad," Max told Ben.

Nodding back, Ben allowed Nibbler to overtake his body as the Symbiote transformed growing in size.

Splat... Slither... Squelch...

 ** _"Ready for action!"_** Nibbler told the others just before a large flashlight shined over Upgrade's head on the roof.

Flick! FLASH!

"Halt in the name of mall security you alien scumbag!" The security commander loudly blared towards Upgrade.

Looking upwards, the hypnotized Upgrade noticed a SWAT helicopter which had miniguns attached to the aerial vehicle.

And they were aiming right towards him.

Quickly panicking, Upgrade sprinted across the roof just before the security commander spoke into his radio, "Circle the tower and surround the alien! We'll make sure it doesn't escape!"

As Upgrade climbed onto the clock tower, two more helicopters aimed their flashlights at the Galvanic Mechamorph.

Staring at the helicopters, Upgrade then heard Sublimino's voice order him, " _Retrieve clock from the tower_ _... Deliver to the master... Stop those who get in your way..."_

Upgrade then leapt upwards and physically punched one of the helicopters in the air which achieved nothing.

WHOOSH! THUNK!

With that tactic not working, Upgrade then charged up his singular eye and began firing green laser beams at the helicopters.

Beep... WHOOSH! ZAP! BLAST! BOOM!

"OPEN FIRE!" The security commander yelled out before the helicopters began firing the minigun rounds towards Upgrade.

BLAST! PEW! WHIRRR! BLAM! PEW! WHIRRR! BLAM!

"Stan! Wake up please! You're sleepwalking!" Gwen frantically pleaded to him waving her arms in the air.

Placing a hand on Gwen's shoulder, Max told her, "It's no use, Gwen. He can't hear you, he probably has no idea what he's doing."

 _ **"Then, what else is new?"**_ Nibbler questioned the group before he leapt upwards and began climbing the clock tower.

A dozen police cars then arrived on the scene before Police officers and Swat soldier's aimed their weapons towards the roof where Upgrade and Nibbler were.

"We'd better get up there. Come on Gwen!" Max stated before the two ran off to the tower.

BLAST! PEW! WHIRRR! BLAM! Beep... WHOOSH! ZAP! BLAST! BOOM!

As the fighting on the tower continued, Upgrade ended up being splattered by the minigun bullets having no choice but to morph into his blob state.

SPLAT! Slither... THUNK! PEW! BLAST!

By now thick black smoke was rising from the tower as Upgrade's blob form slowly covered the tower as Nibbler then landed on the tower roof.

WHOOSH! THUD!

Looking around Nibbler spotted Upgrade who had morphed back to his normal humanoid state.

SPLAT! Slither...

 ** _"Stan! You've got to wake up and quit acting like this!"_** Nibbler warned the hypnotized Upgrade who ignore the Symbiote and began sprinting towards the edge of the roof.

Jumping off, Upgrade then landed on one of the helicopter's and began merging with it.

WHOOSH! SPLAT! WHRRR! Slither...

Immediately, the helicopter was covered in thick black coating along with green lines covering the vehicle.

By now a large crowd of civilians had also joined the spectacle with everyone watching on in horror and shock.

The Police officers and SWAT soldiers then opened fire on the Upgrade covered helicopter with the bullets impacting off the vehicle.

BLAST! PEW! BLAM! THUNK! PEW! BLAM! THUNK!

In response, Upgrade unleashed the miniguns on the other helicopters and the police cars firing green bullets from the guns.

BLAST! PEW! WHIRRR! BLAM! PEW! WHIRRRR! BLAM!

"Mayday! Mayday! Were going down!" The helicopter pilots cried out as the aerial vehicles began falling to the ground.

Thankfully, Nibbler quickly aimed his hands upwards and fired out several dozen large greenish tendrils that splattered onto the helicopter cockpits.

SPLAT! SLITHER! THUNK! SPLAT! SLITHER! THUNK!

Using his strength, Nibbler then grabbed hold of the tendrils and dragged the helicopters to the tower before he turned around and fired more tendril's from his back.

SPLAT! SLITHER! THUNK! SPLAT! SLITHER! THUNK!

Inside the helicopters, the pilots noticed that they were now secure mid-air by dozens of green Symbiote tendrils.

Looking outside the pilots spotted Nibbler waving to them before he told them, _**"Just glad to be saving lives."**_

The pilots were not sure how to respond until one said to Nibbler, "Uh, thanks I guess..."

Speaking of which, Upgrade merged off the last remaining helicopter and jumped onto the clock itself whilst a security guard yelled out to everyone, "Look! Up there, it's merging with the clock!"

WHOOSH! SPLAT! WHRRR! Slither...

The timed clock was now covered in black and green lines zigzagging across the structure with the Omnitrix symbol at the bottom of the clock.

Upgrade then manipulated the clock dials to spin ridiculously fast before the clock ended up detaching from the wall.

WHOOSH! SPIN! CRACK!

Debris and rubble plunged onto the ground below before the Upgrade possessed clock hovered upwards.

"Time sure flies when you go alien." Gwen joked before the Upgrade possessed clock flew away from the crime scene.

Meanwhile outside the mall at the nearby construction site...

Approaching the construction site, Upgrade landed on the ground whilst Sublimino walked out from the nearby garage with a smirk on his face.

Demorphing from the large clock on the ground, Upgrade faced Sublimino in his normal humanoid state.

SPLAT! Slither...

"Who are you?" Sublimino questioned Upgrade before he declared, "What happened to the walking chandelier? Oh well, who cares as long you do what I say. Now get out of here before the cops see you!"

Upgrade turned around and quickly merged with a nearby Bulldozer.

SPLAT! WHRRR! Slither...

The Bulldozer which was now coloured black and green lines then drove off away from the site leaving Sublimino behind.

SCREECH! WHOOSH!

Grinning, Sublimino then muttered to himself, "Ha! Thanks to those alien creatures. I'll soon have what I need for my plan to take over the mall..."

Little did Sublimino know that on a nearby rooftop hidden was Natasha who had been watching the conservation with a pair of high-tech binoculars.

Several hours later the next morning...

"Zzz..." A now back to normal Stan snored sleeping on the Bulldozerstrough on his back.

Feeling uncomfortable, Stan then woke up and yawned slightly before he woke up and muttered, "*Yawn...* What an odd dream I had."

Stumbling upwards, Stan noticed that the Omnitrix was in the red recharge mode before he realized he was on a Bulldozer.

"What the?! Why am I on a Bulldozer?!" Stan then nervously muttered.

Looking down, Stan spotted the Tennyson trio staring at him before Ben said, "So, steal any giant clocks recently?"

"Very funny, now please help me down." Stan bluntly responded.

A few moments later inside the Rust Bucket...

The group were watching a Fox news report on the TV connected to the side booth with Stan shocked by what he was seeing.

"This is Tucker Brockmann reporting live for Fox News. As the alien sightings continue to spread across our nation, recent sightings at Mega-Mall-Opolios have seen hostile events occur." The news reporter said outside the mall.

The television then changed to coloured CCTV footage of Diamondhead fighting the security guards and Black Widow before he stole the motor from the Sea Dragon ride.

"This diamond creature was spotted a few nights ago stealing motors and other items from the amusement area. It was thought that it was an isolated incident, but last night proved us wrong."

The television then showed footage of Upgrade attacking the helicopters on the mall tower last night.

"Despite last night's bizarre attack from this digital creature, and other robberies that have spread through the mall in recent weeks. A mall representative had this to say."

The television then showed the reporter interviewing a businessman who was in charge of the establishment.

"Tell me, Blake. How can you ensure that this mall is kept safe despite the incident last night?" The reporter questioned the businessman.

Spreading out his arms, the businessman then told the reporter, "Last night's event was an isolated incident. The mall is open for business. Shopper safety and security is our number one priority."

"True. But what if an incident like this were to happen again?" The reporter then questioned the businessman.

"We will deal with the incident safely before closing the mall and launching an investigation with help from local authorities into these events.' The businessman calmly replied.

With everyone now longer watching the TV, Stan then asked everyone, "So... Why would I transform into Diamondhead and Upgrade whilst also stealing a ride motor and a giant clock?"

"I dunno, Stan. You've never done that before." Ben pointed out to Stan.

"Well, sleepwalkers are in a hyper-dream state. Nothing makes sense in a dream." Max explained the nature of sleepwalking to the group.

"Yeah, but most sleepwalkers don't have a watch full of alien heroes at their control." Gwen bluntly reminded Stan.

"Yes... Yes... I am aware of how long the Omnitrix has been stuck on my arm. But still, we must devise a solution to stop me from sleepwalking and wreaking havoc in the mall." Stan remarked back to Gwen.

Splat... Slither...

Nibbler then morphed out from Ben's left arm and suggested to Stan, _**"Well, the solution is easy. We** **merely need to keep you awake."**_

"Nibbler's right Stan. We need to keep you away from people until we can find a way to stop your midnight strolls." Max also pointed out to Stan.

Nodding back, Stan then rambled on, "Nice... I mean it can't be too hard for me to stay awake right?"

Ben, Gwen and Nibbler merely grinned.

And so as the day went on...

Stan was reading a copy of the Birds of Prey graphic novel on his bed before he started to daze off having gotten bored.

Cue Ben splashing Stan with ice-cold water from a cup.

SPLOSH!

"GAH! Oh... thanks, Ben." Stan began before he noticed his graphic novel was soaking wet.

"BEN YOU IDIOT! THAT WAS A LIMITED EDITION COPY SIGNED BY CHUCK DIXON WHO CREATED THE BIRDS OF PREY!" Stan angrily raged now awake.

Having finished his rant at Ben, Stan was now playing Tetris on his Game Boy before he decided to close his eyes briefly.

However, Gwen then tapped the back of Stan's neck causing him to wake up.

"Huh?! Oh... thanks, Gwen." Stan happily told Gwen who smiled back.

And finally, Stan was organizing his belongings before Nibbler then roared in his face, **_"RARGHH!"_**

"ARGH!" Stan angrily complained before he tumbled onto the floor and told Nibbler, "I wasn't even asleep!"

Ben then blew an airhorn in Stan's face.

HONK!

Gritting his teeth in anger, Stan then questioned Ben, "You're enjoying this aren't you?"

"Yeah, I am. Me and Nibbler are having a lot of fun." Ben told Stan back before he and Nibbler high fived each other.

Several hours later that night in the Rust Bucket...

Ben was asleep in the Rust Bucket snoring on the side booth, "Zzz..." Whilst Stan was snoozing quietly on his bunk bed with his Star Wars backpack lying near him.

Feeling shattered, Gwen slowly walked to the front of the RV where Max was asleep on the driving seat.

"Grandpa... Wake up... It's your shift... Zzz..." Gwen muttered before she fell asleep next to the front seat.

Soon everyone had fallen asleep within the RV.

Meanwhile at the former clock tower...

Sublimino chuckled slightly standing in the former clock before he loudly declared, "Awaken my slaves. Awaken and serve your master Sublimino!"

Holding out his modified pocket watch, Sublimino then pressed the button which caused the yellow sonic pulse of energy to erupt from the watch again.

DING! WHOOSH! PING!

The yellow sonic pulse of energy blasted over the area causing dozens of Sublimino's hypnotized servants to wake up.

Whilst in the Rust Bucket, the sonic pulse of energy blasted over Stan and affected him.

Instantly, Stan woke up in the trance-like state and activated the Omnitrix before he transformed with a flash of green light covering him.

BEEP... FLASH!

*Yawn...* Max murmured before he tapped Gwen's head and asked her, "Gwen, turn down the heat will ya? I'm cooking over here."

"Huh, are you cooking right now Grandpa?" Ben groggily asked Max before...

SLAM!

Hearing the door slam caused everyone to wake up in the RV before they saw that Stan was gone.

Quickly going outside, the group spotted Heatblast placed his hands together as Sublimino's commands ordered him, " _Assist with the robbery at Hardware store... Help out servants and ensure the master gets what he wants..._ _Stop those who get in your way..."_

BLAST! WHOOSH!

Flying upwards into the air Heatblast left behind a trail of flames left in the Pyronite's wake.

 ** _"Better follow that Pyronite before he does something catastrophic,"_** Nibbler warned the group.

Ten minutes later at a Distribution America hardware store on the outskirts of the mall...

WHOOSH! BLAST!

A hypnotized Heatblast was using his flames to not only fuse an industrial cable to a forklift, but he also created a large hole in the wall of the store.

WHOOSH! BLAST! BLAM!

Once the hall in the wall was created, Heatblast stood aside as the elderly robbers who tried to steal the jewels drove through on a forklift dragging the chain across the ground.

With his goal now complete, Heatblast idly watched before he heard Max's voice call out, "Stan, listen to me!"

The Pyronite then spotted the Tennyson trio running over and charged up his hands for a large fireball.

"Stan! Please, you have to got to snap out of this!" Max pleaded with Heatblast who then hurled the fireball to the group.

WHOOSH! BLAST!

Ben and Gwen narrowly managed to drag Max before they crouched down near a table before it exploded sending wood and tools crashing onto the floor.

WHOOSH! BLAST! CRASH!

"You're under some kind of hypnotic spell or something!" Gwen frantically called out to Heatblast who continued to ignore the group.

"It's no use, Gwen, Stan just won't reply to any of us." Ben bluntly pointed out before he held out both his arms with Nibbler firing out some green tendrils towards Heatblast.

SPLAT! SLITHER!

Heatblast quickly deflected the tendrils with his hands and splattered them on the floor before Nibbler told Ben _, **"We really can't take this guy on. Hopefully, help** **comes."**_

SMASH! CRASH!

Soon after Nibbler said that the glass windows on the ceiling broke as SWAT Soldiers broke into the building and began opening fire on Heatblast with their machine guns.

BLAST! PEW! BLAM! PEW! BLAM!

Heatblast raised his arms and blocked the gunfire with his hands before he fired a heat beam at the SWAT Soldiers who subsequently dodged the attack.

WHOOSH! BLAST! BLAM!

More fire erupted from the ground before a familiar voice called out, "You three, get away from that thing!"

Turning around the Tennyson trio then spotted Black Widow and a squadron of SWAT soldiers wearing protective equipment and carrying fire extinguishers.

Max briefly spotted Black Widow's SHIELD Emblem on her shoulder as his eyes widened in surprise and shock briefly.

"Come on Grandpa! We've got to get out of here!" Gwen and Ben yelled tugging on his arm together.

Nodding, Max quickly ran out of the hardware store with Ben and Gwen following on.

The SWAT soldiers then hurled some smoke grenades onto the ground whilst Black Widow and the remaining SWAT soldiers unleashed the fire extinguishers on Heatblast.

PHWOOSH! HISS! POP!

Covered in foam and smoke, Heatblast then erupted his body in heat sending flames and fireballs everywhere across the store.

THWOOSH! BLAM! BLAST! WHOOSH!

The SWAT soldiers with the fire extinguishers ended up nearly getting roasted alive by Heatblast with Black Widow narrowly missing a large fireball that nearly burnt her red hair.

Having landed on the floor, Black Widow then spotted some nearby propane tanks on a shelf.

"Oh shit!" Natasha frantically shouted out before the SWAT commander yelled to everyone, "Everybody, out! Move! Move! Move!"

As everyone managed to escape the building, the propane tanks then ignited.

CRACKA-BOOM! WHOOSH! RUMBLE! CRASH! Crumble...

As the propane tanks ignited, a gigantic explosion ripped the front of the store apart sending debris and rubble scattered around the car park.

Various objects such as parked cars were crushed by the amount of debris falling from the store whilst the explosion created a large mushroom cloud that was blown upwards.

As the smoke cleared up, the firey ruins of the hardware store were revealed to the gathered people outside in the aftermath of the explosion.

At the same time on the clock tower roof, Sublimino smiled proudly at the chaos he had created with his hypnosis technique knowing that it wouldn't be too long before he enacted his plan.

Several hours later the next morning outside the ruins of the Distribution America hardware store...

The ruins of the hardware store had been cordoned off with yellow police crime tape.

Various emergency vehicles surrounded the store as a fire crew hosed down whatever flames remained from the rubble whilst the police forces and mall security were keeping people away from the crime scene.

Nearby was a CNN news truck where a reporter and a cameraman were speaking to the person outside the destroyed hardware shop.

"So, Blake. How can you reassure the general public that this latest alien sighting is nothing to worry about?" The CNN news reporter questioned the businessman.

The businessman then repeated what he said and calmly told the news reporter, "Last night's event was an isolated incident. The mall is open for business. Shopper safety and security is our number one priority."

At the same time back in the Rust Bucket...

As the TV blared out the news report, the group were sat down on the side booth watching the footage of Sublimino hypnotizing Stan on her camera.

"So, Sublimino plants post-hypnotic suggestions in his volunteers turning them into his army of thieves." Max smartly deducted figuring out Sublimino's plan.

"But the sound of the Omnitrix timing out snaps Stan out of the trance." Gwen then pointed out with Ben saying, "So that's why Stan snaps out when he turns back to normal."

"Zzz..." Stan then slept loudly from the table before Ben aimed the airhorn at him and blared it in his face.

HONK!

"I'M UP!" Stan shouted out having remembered not to try and fall asleep before he murmured, "*Yawn...* But still, why would Sublimino have me steal all those odd items?"

 ** _"We don't know. But Sublimino sure does. We must him fast before he causes more trouble."_** Nibbler bluntly reminded everyone.

The group then prepared to move out when Max told everyone, "Wait. There's one more thing I need to point out. Last night I saw a SHIELD agent at the hardware store."

The kids looked at each other blankly before Ben said, "SHIELD? Doesn't ring a bell."

"Uh... Didn't you mention that before the Phil incident?" Stan curiously questioned Max who fully explained, "Yeah, I did. I'll explain the difference between the two. The Plumbers were a secret organization that handled aliens and other events with it no longer being active in today's society. The difference with SHIELD is that it's currently active and has relations to the government as a secret organization that was formed after World War Two ended."

"So you think SHIELD has been attracted here because of Stan and the Omnitrix?" Gwen asked Max.

"Most likely, I'd say that because of Stan's hypnotic robberies and everything else that's happened. They've probably been watching over us for a while." Max deducted.

Stan couldn't help but feel scared that even more people were looking for him before he sadly blurted out to Max, "Why are people always looking for us, Uncle Max?! I didn't do anything wrong with them!"

Max moved over to Stan before he gently hugged Stan and heartwarmingly told him, "No one from SHIELD is going to do anything bad to you. I promise. Besides the family looks out for one another first."

"Thanks, Now we should warn the guy in charge of the mall," Stan suggested to Max who smiled back.

Thirty mins later inside the mangers officer with Mega-Mall-Opolis...

"Last night's event was an isolated incident. The mall is open for business. Shopper safety and security is our number one priority." The businessman told Max sat in his leather chair in his old style office.

Frustrated with the lack of progress, Max sighed and told Blake, "Yes, Yes, you've said that already. But I'm saying your shoppers are in danger."

"Last night's event was an isolated incident. The mall is open for business. Shopper safety and security is our number one priority." The businessman repeated to Max eerily.

Max leaned forward and placed his hand on his head before he groaned and muttered, "Okay, well this is getting us nowhere."

Max then walked out of the manager's office and closed the door.

With the mangers office now empty, Sublimino appeared from behind the desk wearing a matching red helmet with an ALPA video camera attached to his head.

"Well done! All the preparations are complete. It's showtime!" Sublimino declared placing his hands in the air victoriously.

At the same time in another part of the mall...

A thirsty Stan utilized a drinking fountain to quench his thirst happily thinking, _"Ah... Water is so refreshing..."_

Max then appeared from around the corner and tapped Stan's back, "Hey, Stan, you awake?"

Moving away from the drinking fountain, Stan told him, "Reporting for duty."

Ben and Gwen then showed up with a brown shopping bag.

"This wasn't my idea." Ben truthfully told Stan before Gwen remarked, "I have the perfect solution to your sleepwalking problem."

Gwen then took out a pair of steel handcuffs whilst Ben jokingly stated, "If you can't touch the Omnitrix, you can't go alien."

"Or don't think about it." Stan bluntly told Ben before he sighed and muttered, "Handcuffs? Would arresting me like that be the best solution?"

"Where'd you get those anyway?" Max questioned Ben and Gwen who both said together, "Surviavlst's R Us."

 ** _"They have a very extensive selection,"_** Nibbler whispered to the group lastly.

Reluctantly, Stan allowed Gwen to tie him up with the handcuffs.

"Urgh... This feels tight on my wrists." Stan complained in annoyance.

"I don't know about this you kids, is this a good idea?" Max foreshadowed what would happen next.

"What could go wrong?" Gwen declared not knowing what was going to happen.

Immediately, a giant clock slowly emerged from a hole in the ceiling which had been jury-rigged with the parts that Stan had hypnotically stolen for Sublimino.

"You and your big mouth." Ben sarcastically muttered to Gwen before a series of monitor screens showcased Sublimino's grinning face.

"Greetings mall rats. I am Sublimino: Master of hypnosis." The villainous hypnotist loudly declared to everyone in the mall who was staring at the monitors.

Stan couldn't help glare angrily at Sublimino thinking about how he had been used for destructive and chaotic rampages thinking, _"Subliminio is going to pay for what he's done to this mall and everyone in it."_

At the same time, Natasha who was also watching Sublimino's message wearing her casual clothing finally realized what had happened with Stan being hypnotized and that Sublimino was responsible for it.

"You are all about to take a journey through that mysterious realm known as the mind." Sublimino continued his speech before the giant clock began swaying back and forth.

No longer interested in Sublimino's speech, Natasha turned around and walked off to a nearby bathroom and got changed into her SHIELD outfit.

The giant clock continued swinging faster before Sublimino declared, "No need to volunteer! Now all of you will obey me forever! Your eyelids are getting very heavy. You are falling into a deep sleep."

"Oh, crap... It's a giant hypnotization watch. And I have a feeling it's going to work isn't it?" Stan nervously rambled on.

Sublimino then pressed the button on his pocket watch which trigged a gigantic sonic pulse of energy to blast throughout the mall.

DING! WHOOSH! PING!

The hundreds of shoppers and employees within the mall ended up being hypnotized before they slumped onto the floor snoring heavily.

Thump! Thump! Thump!

"Well, you're right as always Stan. Run now!" Max warned the group before they began fleeing from the sonic pulse energy wave.

"Don't look at the clock... Don't look at the stinking clock!" A panicking Stan muttered before he sprinted faster.

Stan then ended up ducking behind a column where the sonic pulse energy wave blasted past the young hero.

DING! WHOOSH! PING! Rumble...

Sighing in relief, Stan slowly muttered, "Phew... That was close. Wait... Uh, oh."

Peeking his head around the corner, Stan spotted Max, Gwen and Ben all asleep on the floor.

"Ah, nuts. I'd better get the key and find help." Stan whispered under his breath before he kneeled near the bag and tried searching it for the key.

Struggling to find the key, Stan begged with the group by saying, "Come on you guys... Uncle Max, Ben, Gwen... Wake up please!"

"Arise and obey my every command! Every minute of every day!" Sublimino gleefully ordered his hypnotized servants.

Ben, Gwen and Max then slowly woke up with their eyes having small pinpricks in them.

Slowly they got up from the floor along with all of Sublimino's other hypnotized shoppers and employees.

"Now, bring me all the riches of this place!" Sublimino ordered his servants just as Natasha emerged from the bathroom wearing her SHIELD uniform.

The hypnotized people then began walking around the mall whilst Gwen leaned down and grabbed hold of the shopping bag with the handcuff's key in.

"No, Gwen I needed that! Come back!" Stan cried out to Gwen in fear and shock.

Looking around the mall, Stan and Natascha saw the hypnotized people robbing the mall in different ways from emptying cash registers whilst another person smashed a car window with a golf club before he entered the car and drove it off.

CRASH!

Using a hammer, Ben then smashed an ATM open and began loading the money into a cloth sack with Gwen helping him whilst Max wheeled away a cart with a jar of money on it.

From the control room, Sublimino eagerly watched as his hypnotized army continued plundering the mall.

"Yes, Yes! First the mall, then all of America! There will be no stopping me!" Sublimino cockily boasted holding out his arms together.

Little did Sublimino know that his plan was about to fall apart just as soon as it came into being.

Nervously walking amongst the crowd, Stan was unsure of what to do due to the Tennysons being hypnotized.

"Oh dear... Oh dear... What do I do?! I don't know where Sublimino is or who I can talk to... Oh man..." Stan worriedly muttered with his emotions going all over the place.

At the same time, Natasha was walking through the crowd before she spotted Stan stumbling through the crowd with no direction in sight.

Looking closer at Stan, Natasha couldn't help but feel slightly confused at Stan and the alien's she had witnessed over the past few nights thinking, _"That's the same person who tried to kill me a few nights ago as an alien? He may be able to turn into aliens but at the end of the day, he's just a young kid."_

Remembering Fury's orders, Natasha calmly walked over to Stan with a focused expression on her face.

"Hey, Hopkins. Don't be like that. I'm here to help." Natasha gently told him.

Confused, Stan looked upwards and saw Natasha for the first time.

"Huh? Who are you and how do you know my name?" Stan nervously questioned Natasha.

Kneeling, Natasha smiled slightly and told Stan, "My name is Natasha Romanoff and I'm here to keep an eye on you. Now come with me. We can't let Sublimino see us."

Nodding back, Stan followed Natasha before he eagerly rambled on, "Wait... So you're a superhero?! No way!"

"No, I'm not a superhero. I'm an agent of SHIELD." Natasha bluntly debunked that idea before the two moved to a nearby corner out of Sublimino's sight.

Kneeling, Natasha fumbled around in her pockets before she questioned Stan, "So, what's your story, Hopkins? How are you able to turn into aliens?"

"Well, it all started around the beginning of this summer. I was walking around a forest until I accidently found the Omnitrix in a space probe and it ended up latching onto my right arm, Miss Romanoff." Stan truthfully told her.

"The Omnitrix? Is that the watch on your arm? And that allows you to transform into those aliens we've been seeing across the country then?" Natasha questioned Stan looking for a lockpick to remove the handcuffs off Stan's arm.

Nodding back, Stan remarked, "Yeah. It allows me to transform into fifteen aliens for around ten mins. But I wasn't responsible for every single event. Maybe some. And how exactly do you know about me again?"

"Well, Director Fury has been allocating SHIELD resources to observe you for a while. I first learned about you when I was assigned to investigate the aftermath of the camp Opinicon incident. We also checked your public and social records from Bellwood as part of your background check." Natasha bluntly told Stan.

"Wait? You've seen everything about my life?! Have you no sense of decency?!" An outraged Stan complained loudly.

Natasha then glared at Stan and warned him, "Don't go pushing your luck, Hopkins... I do have a sense of decency and I was only doing my job that director Fury wanted me to do."

"Hey, I didn't mean to make you mad, I was just defending my position, that's all." Stan cleared the air before he asked Natasha, "So what about your story?"

"Most of it is classified and I'd like to keep my past private. I can tell you I'm Russian though and I used to work for the Soviet Union. Oh, and there was also an incident in Budapest which influenced me to join SHIELD." Natasha quickly remarked before she found a lockpick and told Stan, "Stay still please."

Natasha then got to work undoing the handcuffs around Stan's arms before he asked her, "So is Black Widow like a code name for you?"

"Yeah, it is. So what's your superhero name?" Natasha decided to go along with what Stan said who eagerly replied, "It's Stan 10. I know, it sounded annoying at first. But it kinda suits me."

Natasha then finished unlocking Stan's handcuffs before she smirked and told him, "Done. Oh and why exactly did you put handcuffs around your wrists?"

"My friends thought it'd be a good idea." Stan calmly replied before he dropped the handcuffs on the floor and asked Natasha, "Thanks for freeing me. So now what?"

"How about we shut down Sublimino's hypnosis scheme and kick his ass while we're at it?" Natasha questioned Stan who smirked and said, "Oh yeah... And I'm sorry for attacking you in that hypnotized state a few nights ago. I'm not normally like that."

"Fair enough. It wasn't your fault. Now, why don't you show me what you can do?" Natasha asked Stan who looked down at the Omnitrix and activated it.

BEEP...

The green core rose up before Stan mused, "Sublimino may control almost everyone in the mall. But not Wildvine."

Stan then tapped down the core and transformed into the Florauna.

FLASH!

Emerging from the green light, the Omnitrix symbol blared out, "Florauna DNA sample activated." Whilst Wildvine stretched out his arms and muttered, "Ah... Good to be back."

"Plant alien huh? That should be interesting." Black Widow then remarked before Wildvine told her, "Let's refer to our code names, so every time I'll change, I'll say my name to let you know who I am. That good Black Widow?"

"That's good. Let's go Wildvine." Black Widow replied ready to complete the mission.

Wildvine and Black Widow then emerged from the corner and looked upwards to the balconies of the mall seeing the manager's office at the very top of the building.

"Sublimino must be in the manager's office on the top floor. Let's go up." Black Widow suggested to Wildvine taking out a grappling hook gun from her utility belt.

"It's nice having someone new to work with." Wildvine happily told Black Widow before she fired her grappling hook upwards to the balcony.

WHOOSH! CRACK!

Black Widow smiled back before she zipped upwards with Wildvine stretching out his right hand towards the balcony and following Black Widow on.

WHOOSH! STRETCH!

As Black Widow and Wildvine landed on the other balcony, Sublimino noticed the two workings together.

"You there, you two. Stop and obey me!" Sublimino angrily ordered them.

Wildvine and Black Widow merely glared back at the monitor before Wildvine stated, "No chance bub. You're going down."

The two heroes then grappled up onto another balcony as Sublimino ordered his minions, "Don't just stand there! Stop those two!"

As Black Widow and Wildvine then landed on the upper balcony, a mobile car then screeched in and impacted the two heroes.

SCREECH! CRASH! THUNK!

"Ooof!" Wildvine grunted in pain whilst Black Widow calmly glared at the hypnotized driver.

"Gadget Cat!" Wildvine then called out before he transformed in a flash of green light.

FLASH!

The Lombax quickly emerged from the flash of green light and clutched onto the car with his Omni-Wrench whilst Black Widow took out one of her PPK/S Pistol's aimed for the car tyre's and unloaded some bullets into the tyres.

PEW! BLAM! PEW! BLAST! SCREECH! SMASH!

The vehicle skidded to one side before it smashed into the window of a nearby toy store sending glass and toys onto the floor before the car came to a halt.

"Nice work derailing the car to a halt." Gadget Cat thanked Black Widow who said, "No problem. Just doing my job."

Black Widow then gracefully jumped off the car and landed on the floor whilst Gadget Cat simply climbed down.

SCREECH! WHOOSH!

Another car then drove by with Gwen and Max inside with Gwen using the steering wheel of the car.

Both Gadget Cat and Black Widow dodged the car before Gadget Cat remarked, "How come Gwen gets to drive a car?! She's far too young!"

The car then impacted the barrier before it hung dangerously over the edge.

"We need to save them!" Black Widow ordered Gadget Cat who transformed into Four Arms in response.

FLASH!

"On it!" Four Arms shouted back before the car slowly plunged over the edge.

Creak... Groan... GRAB!

Four Arms then grabbed the car and slowly dragged it back upwards onto the balcony just before something loudly roared, _**"RARGHH!"**_

"What the hell was that?!" Natasha muttered out just before Four Arms stated, "Nibbler! Probably should have warned you about him."

WHOOSH! THUNK!

The large hypnotized Symbiote then landed on the balcony and charged forward to Black Widow who quickly took out a smoke grenade from her utility belt and hurled it towards Nibbler.

HISS! POP!

Nibbler merely grabbed hold of the smoke grenade and crushed it with his foot before it exploded with smoke covering the large Symbiote.

Panicking slightly, Black Widow hurled a combination of Taser Discs and Flash Bombs towards Nibbler which exploded.

THUNK! BLAM! ZAP! SPARK!

Nibbler ended up being disorientated by the combo attack before Cannonbolt then rolled into his ball form and slammed into Nibbler's face.

Whirrr... Rumble... THWOOSH! CRASH!

Scowling, Nibbler then morphed his hand into a tendril and ended up sticking his hand to Cannonbolt's outer shell.

SPLAT! SLITHER! GRAB!

"WHOA!" A panicking Cannonbolt yelled before Nibbler rose up to his arms and threw Cannonbolt against a rocky wall.

WHOOSH! CRASH! SLAM!

Stomping over to Cannonbolt, Black Widow then slid underneath the Symbiote and blasted a can of Pepper Spray directly into Nibbler's white eyes.

SLIDE! SPRAY!

 _ **"RARGHH!"**_ Nibbler howled in pain with his white eyes becoming puffy and red.

Seeing his opportunity, Cannonbolt quickly morphed back into his ball form and knocked Nibbler out with a well-timed uppercut punch.

Whirrr... Rumble... THWOOSH! PUNCH!

Nibbler then landed on the ground knocked out before the Symbiote slowly morphed back into Ben's body with Ben quietly sleeping on the floor peacefully.

THUNK! Splat... Slither... Squelch...

"You never told me that Ben Tennyson could morph into a giant flesh-eating alien." Black Widow sarcastically pointed out to Cannonbolt.

"Sorry, It didn't cross my mind to tell you that. He only got that power recently." Cannonbolt explained to Black Widow.

The two heroes then noticed an elevator rising to the top floor where Sublimino was in the security room at the top of the building.

"Wildvine!" Cannonbolt called back before he transformed back into the Florauna via the usual flash of green light.

FLASH!

"Quick on the elevator!" Black Widow shouted to Wildvine who nodded back and jumped onto the elevator with Black Widow.

WHOOSH! THUNK!

The elevator then rose to the top floor near the security booth as Black Widow took out her grappling hook gun with Wildvine stretching out his arms.

"Going up!" Wildvine quipped before the two zipped up to the room where Sublimino was.

WHOOSH! CRACK! WHOOSH! STRETCH! SMASH!

The glass window shattered as Wildvine jumped into the room first with Black Widow doing a forward somersault role before she aimed her dual PPK/S Pistols at Sublimino.

"Show's over Sublimino!" Wildvine yelled to Sublimino with Black Widow taunting Sublimino, "Just give up. Your little scheme is ruined."

"I don't think so! Trim those two to death!" Sublimino defiantly yelled before the sound of chainsaws was heard.

Standing back to back, Wildvine and Black Widow noticed four hypnotize elderly citizens appear carrying chainsaws.

"We'll take them on together," Wildvine suggested to Black Widow who nodded agreeing with that plan.

Wildvine quickly grabbed some seed bombs from his back whilst Black Widow aimed her pistols at the chainsaws before the two worked together.

Black Widow used her pistols to disable the chainsaws which clattered onto the ground.

PEW! BLAM! PEW! BLAST! THUNK! CRASH!

Wildvine then hurled the seed bombs onto the floor which exploded sending out sleeping gas which caused the elderly citizens to faint onto the ground knocked out.

Stunned, Sublimino quickly hightailed out of the chamber before Wildvine and Black Widow chased after him.

Taking out a pair of bolas from her utility belt, Black Widow hurled them towards Sublimino's feet causing him to fall onto the ground.

WHOOSH! TRIP! THUD!

Smirking, Wildvine then grabbed hold of Sublimino and dangled him over the edge of the balcony where the giant clock was hanging in the centre of the chamber.

"Put me down this instant! I command you!" Sublimino raged towards the two heroes who had beaten him.

"Ah, shut up! You've got a lot to answer for!" Wildvine angrily muttered to Sublimino.

Walking over, Black Widow then smirked and told Wildvine, "Great job Hopkins. Seems like you're not a threat like we thought you'd be."

Wildvine was about to reply just before the Omnitrix symbol in the middle of his chest began beeping red.

BEEP! BEEP! BEEP! FLASH!

Wildvine then reverted to Stan in a flash of red light before the Omnitrix blared out, "Warning! Omni-Energy supply is low. Recharge mode activated."

"Not good! ARGH!" Stan shouted out before he and Sublimino landed on the hands of the giant clock.

WHOOSH! THUNK!

"Ow..." Stan groaned as he felt the impact shake his chest briefly before he spotted Sublimino dangling from the lower clock handle.

"You crappy brat! I will put you in a trance from which you will never recover!" An enraged Sublimino threatened Stan holding out his pocket watch.

"Fat chance Sublimino!" Stan bluntly replied before he ended up kicking the clock hand he was on.

The clock hand ended up spinning sidewards to where Sublimino was as Stan's Sayian instincts kicked in causing him to swiftly grab the pocket watch out of Sublimino's hands.

WHOOSH! GRAB!

"NO! GIVE THAT BACK!" Sublimino loudly raged before Stan held up the pocket watch and pressed the button on it.

DING! WHOOSH! PING!

A massive sonic pulse of energy erupted throughout the mall whilst Stan victoriously declared, "Everyone, wake up! You're free from Sublimino's hypnotic trance!"

Immediately everyone in the mall recovered and went back to normal whilst Natasha watched on slightly shocked by how a kid was able to save a lot of people.

"NO! NO! NO! IT ISN'T FAIR!" Sublimino broke down enraged that his scheme had failed.

"It's called karma, Sublimino. You just had to go and hypnotize innocent people for your gain." Stan calmly mocked Sublimino breaking him down.

Scowling, Sublimino tried to attack Stan with his legs but Natasha ended up shooting the criminal in his leg ironically enough with a single bullet from one of her PPK/S Pistols.

PEW! BLAST!

"GAH!" Sublimino screamed before he plummeted downwards and landed on a bouncy castle before bouncing upwards and landing on the hard floor.

WHOOSH! BOING! THUNK! CRASH! SLAM!

Groaning in pain, Sublimino slowly stood upwards and tried to run off near a parked car only for Max to slam a car door right in Sublimino's face.

WHOOSH! SLAM!

Sublimino's face was shattered by the force of the blow before he crumpled onto the ground knocked out with blood leaking from his nose.

"Looks like your time is up!" Max chuckled loudly before he stared at Stan who was dangling on the clock.

Ben and Gwen then ran over to the giant clock.

"Nice job, Stan!" Gwen praised Stan before Ben declared, "Yeah, way to go Stan!"

"Complemeneints are nice, but can someone please get me down from here?!" Stan shouted back to the Tennyson trio.

Thirty mins later outside Mega-Mall-Opolis...

Emergency services surrounded the entrance to the mall where several SWAT soldiers dragged a handcuffed Sublimino to a nearby police van.

An angry crowd of mall employees and general customers booed loudly full of anger and rage at Sublimino before someone decided to hurl a tomato right into Sublimino's face.

WHOOSH! SPLAT!

"This isn't over! I will get my revenge!" Sublimino angrily declared with tomato juice dripping off his face before he was chucked into the back of the SWAT van.

"Next stop. Seagate Penitentiary where you can join the other criminals that have been popping up recently." The SWAT commander remarked to Sublimino who scowled back in response.

Nearby, the Rust Bucket was ready to go whilst the kids and Max were talking to Natasha about the Sublimino incident.

"Well, regardless of what intentions SHIELD may want for Stan. You have my thanks for helping him beat Sublimino, Miss Romanoff." Max thanked Natasha for placing his hands on the kid's shoulders.

"Just doing my job Tennyson. At least I can deliver my report to director Fury and let him know about my experience with you Hopkins." Natasha told the group back.

"Hey, It was just nice to meet someone who wasn't after the Omnitrix and just wanted to help me out. I appreciate that." Stan replied to Natasha before he moved out his left hand to shake Natasha's hand.

Smirking back slightly, Natasha then shook Stan's hand before she told him, "Stay safe and have a great summer, Hopkins."

"See ya around, Natasha." Stan then remarked back not knowing if he would see her again.

Natasha then walked over to a SWAT soldier and began talking to her about who she reported to.

 _ **"Grrr... We are not happy that she sprayed us like that."**_ Nibbler angrily complained loudly to the group.

"Don't worry, Nibbler. It wasn't your fault. She was only defending herself." Ben said defending Natasha's actions.

"Well on the bright side, we stopped a threat and met a new ally." Gwen then pointed out.

"True. Anyway, I have a feeling we'll probably run into SHIELD again at some point. Now let's get off." Max told the group.

"So, where are we going next?" Stan questioned Max who replied, "The town of Salem located in Massachusetts to the far north. And I've got a surprise planned."

"The Commonwealth? Interesting." Stan then eagerly rambled on looking forward to visiting another historical location.

Ten minutes later after having left Mega-Mall-Opolis behind...

The Rust Bucket was driving on a country road in the middle of a rural field with some large mountains present in the distance.

Inside the RV, a grinning Ben was swinging Sublimino's pocket watch in front of Gwen who was both sat on the side booth.

As always, Max was driving the Rust Bucket whilst Stan was quietly sleeping on his bed exhausted from Sublimino's hypnosis schemes.

"Your eyelids are feeling heavy... You are falling into a deep sleep..." Ben whispered to Gwen trying to hypnotize her.

"Hey, Ben. What are you doing back there?" A confused Max questioned his grandson driving the large RV.

"Oh, nothing, Grandpa," Ben replied as he continued swinging the watch in Gwen's face.

"You are now completely under my control." Ben ordered Gwen who had now closed her green eyes and told Ben, "Yes master... Your wish is my command."

"Woah! Cool, it worked! Now get us some ice cream." Ben grinned crossing his arms back around his head.

"Yes, master..." Gwen dully replied to Ben before she moved off the side booth.

Nibbler then morphed out from Ben's left arm and told Ben, _**"Ice cream. What is it like Ben?"**_

Splat... Slither...

"You'll enjoy it, Nibbler. It's soft and sweet." Ben remarked back before Gwen approached holding the ice cream.

 ** _"Now Gwendolyn. Give us the ice cream."_** Nibbler eagerly ordered Gwen who said back, "Yes master."

Gwen then raised up the ice cream container and dumped it on Ben and Nibbler's heads.

WHOOSH! SPLAT!

"HEY! _**HEY!**_ _ **"** _Both Ben and Nibbler complained at the same time.

"Ha! Psyche! You want anything else master?" Gwen then placed her hands on her hips taunting Ben and Nibbler.

Stan then walked over to Gwen with a massive grin on his face holding Gwen's video camera.

"And the best part of all this? I've just got new footage as revenge for humiliating me earlier!" Stan boldly declared before he placed his hand around Gwen's shoulder.

Gwen and Stan then eagerly laughed in Joy together at Ben and Nibbler's situation.

Scowling angrily, Nibbler retreated back into Ben's body.

Splat... Slither...

Ben then angrily remarked, "Sometimes I really wish I had a different cousin and best friend."

The Rust Bucket then drove on as Stan and Gwen continued laughing together happily at Ben's predicament.

 **Author's note: Well another chapter of Stan 10 has been done!**

 **And yeah, I wanted Stan to interact with an official Marvel character for the chapter, so I decided upon Black Widow as a suitable choice having been in the same area when Stan and the Tennyson's arrive at the mall.**

 **Another thing I did was I expanded upon the content of the chapter by adding in some new sequences and scenes whilst giving everyone an equal amount of time to do something in the chapter.**

 **Up next is 'A Change of Face' Where Gwen will not only get her magic powers but will reencounter Charmcaster again as well.**

 **So thanks for reading the latest chapter of Stan 10 and as always be sure to Review and Favourite the content you see. :)**


	30. Chapter 30: A Change of Face

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network,** **Stan Hopkins and Nibbler are custom characters** **made by me. All rights reserved for all owners and companies.**

 **Author's note: Hey everyone, thanks for arriving to read the latest chapter of Stan 10.**

 **Like the last chapter, I've extended a few sequences and I've added a few surprises as well.**

 **Oh, and before we start, there is a new OC Ben fanfic that came out recently known as the Watch written by RockyxRoad, so as always read and check out that new story and favourite it. ;)**

 **So as always,** **Remeber to Read, Review and Favourite these chapters!**

 **Oh and if you have any questions, PM me or leave a review, and I'll give you an explanation on why it ended up like that.**

 **Update: Removed some sentences that were copied over from previous chapters by accident and fixed some spelling mistakes and grammar errors.**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: The group had arrived at Mega-Mall-Opolis.

After a large shopping spree, the group encountered a new threat known as Sublimino who hypnotized others to work for him as slaves.

During the incident at the mall, Stan ended up being hypnotized as well causing chaos and destruction in his hypnotized rampages.

Thankfully, with the help of SHIELD agent, Natasha Romanoff, Stan was able to end Sublimino's scheme for good.

Now moving on from the mall, the group are currently in the town of Salem where once again another old foe makes her grand return...

Chapter 30: 'A Change of Face.'

It was a bright and sunny day in the town of Salem located in the state of Massachusetts.

A flock of pigeons flew in the sky whilst on the ground below, a horse-drawn carriage was tugged along by a horse with a pair of tourists taking pictures together.

Nearby at a clothing shop, Max was dressed up as a Victorian judge whilst Gwen was wearing a matching Witch outfit from that same era.

Tapping on the store door, Max then told the boys, "Enough of this you two. Now get out here."

The store door then slowly opened with Ben and Stan stepping outside.

Creak... Ding!

Ben was wairing a black Pilgrim outfit and matching black hat whilst Stan was donning a Victorian long coat, top hat and matching Victorian white shirt.

"I feel like a total dweeb." Ben groaned in disappointment with Nibbler growling out, **_"Grrr... We feel like an ass!"_**

"That's because you both are dweebs." Gwen taunted both Ben and Nibbler before remarking, "In fact, Ben, now you're just a pilgrim dweeb."

"Oh, quit your complaining the three of you. Sometimes it's nice just to be a part of historical culture." Stan happily remarked stepping out of the store.

"That's it! I'm changing!" Ben angrily complained stepping back inside.

Max then grabbed hold of Ben by the back of his collar and bluntly told him, "Nonsense. You can't visit Salem, Massachusetts without soaking up the local history! Now come on."

Max then gently placed Ben back on the ground before the two walked off leaving Gwen and Stan on their own.

Grinning slightly with Joy, Stan then took off his top hat and bowed down to Gwen saying, "After you miss."

Laughing back, Gwen then smiled and laughed slightly before declaring, "Why to thank you to, kind sir."

Gwen then walked off before Stan placed his top hat back on his head sweating slightly thinking, _"Good grief! What was all that about?! Ah well... I mean it was just a friendly gesture right?"_

Stan then rejoined the group which all walked past a dedication statue of the founder of Salem known as Roger Conant where some tourists were taking pictures with their cameras.

The tourists then spotted the group walking by and sprinted over to the group before they took pictures with their cameras.

Stan smiled and waved whilst Gwen giggled at the camera's whilst Ben groaned in disbelief.

"Oh man..." Ben groaned in embarrassment.

"Ben, you should appreciate stuff like this. Not often you get days like this where nothing could go wrong." Stan confidently reassured Ben.

A nearby apartment building then glowed a purplish colour before it exploded with the familiar hum of magical energy.

BZZZT! WHOOSH! CRAKA-BOOM! CRASH! THUD! WHAM!

Rubble and debris plunged off the building with a massive fire being generated from the building.

Hearing the shockwave of the explosion, Stan looked upwards and saw a mushroom cloud of fire and smoke plunge upwards.

At the scene of destruction, people not only ran for thier lives but were helping out injured people that were covered in smoke and soot due to the building exploding.

A pair of civilians then helped out a man with a broken leg narrowly missing being crushed by large rocky debris from the building.

CRASH! CRUMBLE!

"Stan, you can go ahead and change now." Max bluntly told him.

"Oh come on! Fine... I'll go save the world again. For the dozenth blasted time!" Stan angrily ranted before he took off his top hat and long coat and chucked them behind his back.

Ben got covered by the long coat whilst Gwen caught Stan's top hat before Stan told them, "Make sure that clothing is fresh when I'm done with the fighting."

"Whatever you say! We'll just side on the sidelines if thing's get ugly." Ben remarked back to Stan before Nibbler told Ben, _**"Well, we do need to fight at some point again."**_

Walking forward, after having readjusted his brown glasses, Stan then pressed the green button on the Omnitrix causing the watch to beep a few times with the core not rising.

BEEP! BEEP! BEEP!

"Oh not again..." Stan complained before he tapped the dial several times along with pressing the green button again, "Why won't you just work?!"

The Omnitrix then began glowing green with Omni energy leaking out of the watch again.

ZAP! SPARK! BEEP...

His blue eyes widening in shock, Stan slowly stumbled forward before he stopped moving and reopened his now bright green eyes which had no pupils in them.

Immediately, Max, Ben and Gwen covered their eyes as Stan was enveloped by a flash of green light beginning his transformation into his sixteenth alien.

FLASH!

On the inside, Stan felt his DNA changing and becoming more acidic and gross with green bulbous skin growing on his right arm where the Omnitrix had shrunk down on the outside.

The first major change that happened to Stan was that his arms gained four-fingered hands with his legs becoming short and stubby.

Next, a long fish-like tail extended from the alien's back before his legs gained a pair of brown pants that covered his stomach with white circles surrounding the alien's legs on the brown pants.

After this, on the alien's upper body which was now resembling a pufferfish, a pair of dull greenish eyes located on either side of a huge gaping mouth which had large black lips and sharp jagged dull teeth looked over his new body.

And to finish off, a series of different fish-like spikes emerged from the top and bottom of his mouth with one additional spike emerging on his tail before the Omnitrix symbol then appeared in the direct centre of his brown pants.

Stumbling around, the alien then felt his cheeks and body swell up before he fired out a large concentrated blast of yellowish slime directly towards the camera.

Rumble... HISS! SPLAT!

Once the acid cleared up, the alien hungrily stared at the camera with his large gaping mouth as the green light faded away.

Stan had become a Sphoeriod known as Spitter.

FLASH!

As the bright green light faded, the Tennyson trio spotted Spitter slowly emerge from the light.

With his fish-like eyes blinking, Spitter slowly looked over his body before the Omnitrix symbol on his chest beeped out, "Sphoeriod DNA sample activated."

"What happened to me guys?! Did I just unlock my sixteenth alien?!" Spitter spoke with a sick and acidic like voice confused by what he had become.

"Uh... Why does Stan look like a giant fish?" Ben jokingly muttered before Nibbler told him, _**"That's because he's become a Sphoeriod alien. Max?"**_

"Sphoeriod's are fish-like aliens which can deliver a powerful acidic spit that can corrode most substance. They have enhanced strength as well. Spheoriods are another common species that are located in the Galaxy." Max fully explained to the group.

"Acidic substances? I wonder how that works..." Spitter muttered scratching his head with his fish-like hands.

"Well, you'd better figure that out fast," Gwen told Spitter pointing upwards to the ruined apartment building.

Looking upwards, Spitter who was expecting Hex to come back was slightly surprised.

It was Charmcaster.

"Ah, I love being a witch." Charmcaster gleefully declared staring down at the group.

"Charmcaster?! I was expecting Hex." Spitter pointed out before he told Ben and Nibbler, "Let's go, Ben! As best friends, We're taking her down together."

Ben merely grinned and allowed Nibbler to overtake his body.

Splat... Slither... Squelch...

Once Nibbler formed near Spitter, the grinning Symbiote told Stan, _**"I've got your back! Now let's get to work!"**_

"That's right! Who needs magic when you can have alien's working together instead?!" Spitter gleefully remarked.

The two aliens then ran off to face Charmcaster as a team.

As Spitter and Nibbler sprinted to the burning apartment building, Charmcaster noticed them both and muttered, "Seems like there's more than one alien I have to deal with. Ah well, as long as I focus on the one with the watch symbol, then my plan will succeed."

Running towards the burning apartment building, Nibbler and Spitter quickly stared at the burning fires on the structure.

 _ **"Bah! We hate the fact that we can't do anything to stop this fire!"**_ Nibbler angrily hissed out.

Ben's voice then told Nibbler, "We really should find a way to become stronger over time whilst figuring out how to make these weaknesses less bad for us."

"Why don't you fire your tendril blasts to help douse out the flames after I've used my slime to extinguish them?" Spitter calmly told them both ready to put out the fire.

Facing the fire, Spitter then slowly inflated up his body before he fired out a massive greenish-yellow acidic spray from his mouth.

Rumble... HISS! SPLAT!

Slowly but surely, the flames were extinguished as Nibbler also began firing green tendrils from his arms towards the remnants of the fire extinguishing the flames for good.

SPLAT! SLITHER! THUD! Hiss...

Once the flames were put out, several civilians trapped inside the building then ran out and fled the area whilst the two heroic aliens worked to put out the fire.

HISS! SPLAT! SLITHER! THUD!

Unbeknownst to the aliens, however, Charmcaster had jumped out from the apartment building and landed on the roadside.

Using his smell, Nibbler then spotted Charmcaster and growled slightly getting Spitter's attention which ended with both aliens charging towards her.

Unimpressed, Charmcaster then took out some purple glowing marbles from her Magical Charm Bag and hurled them to the ground before they ignited and caught fire.

BZZZT! WHOOSH! BLAST! BOOM!

"Watch out! More flames!" Spitter warned Nibbler who jumped back behind the Sphoeriod.

Opening up his mouth, Spitter fired out a massive beam of acidic spit at the raging inferno with Nibbler taking cover behind Spitter not wanting to be burned alive.

Rumble... HISS! SPLAT!

Grinning, Charmcaster then observed Spitter and mumbled under her breath, "That's it... Closer... Come into my parlour, said the spider to the Spitter."

Spitter and Nibbler then finished burning away the last of the fires before they turned and looked in the mirror.

Nibbler was still wearing the Pilgrim hat on his head causing Spitter to laugh slightly.

 _ **"Great... Now we look like an alien dweeb."**_ Nibbler angrily remarked before he grabbed hold of the Pilgrim hat and ripped it to shreds with his claws.

Hurling the ruined hat onto the ground, Charmcaster placed her foot on it before she cast a circular magical sphere around her and called out, "Transfera Identica! Transfera Identica! Transfera Identica!"

BZZZT! WHOOSH! ZAP! SPARK!

Charmcaster then hurled a magical ball of energy that enveloped Spitter before he was also trapped inside a circular magical sphere.

Banging on the magical ball, Spitter then felt exhausted and muttered, "Urgh... I don't feel so good..."

Nibbler tried to free Spitter but only ended up getting zapped by the magical energy the sphere was giving off before landing on the ground briefly dazed by the magic.

SMACK! ZAP! SPARK! THUD!

At the same time nearby...

"Easy boy! Easy boy!" A frantic Gwen muttered trying to calm down a runaway horse with a wooden carriage attached to the horse via a saddle.

"NEIGH!" The horse bellowed out before it sprinted off with Gwen accidently being dragged on along the horse carriage as well.

As the magical spheres were drawn closer together, the horse carriage sprinted past with Gwen now in the rider's seat on the horse carriage.

Hearing Gwen scream, Charmcaster looked at the carriage and Gwen in shock before she muttered out, "Oh, this can't be good."

The horse carriage was then tilted sideways before Gwen ended up flying to the magical energy sphere Spitter was trapped inside of.

"Gwen?!" Spitter muttered in shock just before Gwen gasped and collided with Spitter inside the magical energy sphere.

WHOOSH! ZAP! SPARK!

Spitter ended up tumbling out of the magical energy sphere just before Nibbler grabbed hold of him causing both Sphoeriod and Symbiote to go tumbling onto the roadside.

THUD! CRASH!

"Urgh, my head..." Spitter groaned in pain whilst Nibbler rubbed his head not noticing what was happening to Gwen and Charmcaster.

After looking at the battered aliens, Gwen turned around and watched in horror and saw Charmcaster panicking.

"No! Not you!" Charmcaster yelled in shock just before the two orbs merged.

BZZZT! WHOOSH! ZAP! SPARK! THWOOSH! BOOM!

A bright flash purple light zapped over the area as Charmcaster and Gwen faded through each other right before the spell ended.

Gwen and Charmcaster then landed on opposite sides of the road landing with dust and debris rising from the road.

WHOOSH! THUD! SLAM!

By now, Nibbler and Spitter had recovered before Nibbler asked Spitter, _**"What was all that about?"**_

"Magic crap. That's what. I hate magic." Spitter mockingly told the Symbiote.

The two aliens then saw the runaway horse cart before they nodded and sprinted off after the horse.

Whilst the aliens ran off, Charmcaster slowly recovered from the ground and rubbed her head in pain before she spotted her reflection in a broken glass window.

"Gah!" Charmcaster jumped back in shock before she pointed her finger at the window and declared, "Charmcaster!"

Despite this, no one attacked before Charmcaster slowly walked around and looked at herself in the glass window.

Having an idea, Charmcaster then performed various childlike faces in front of the glass window.

At the same time in a nearby alley, Gwen slowly peeked her head around the corner and spotted Charmcaster doing the silly poses.

Realizing what had just happened, Gwen placed her hands on her shoulders before she gasped and ended up fainting on the ground backwards in shock.

Meanwhile, Charmcaster stopped doing the silly poses and realized something.

She wasn't Charmcaster.

Somehow, she had swapped bodies with Charmcaster having Gwen's mind in Charmcaster's body with Charmcaster's mind being in Gwen's body.

"ARGH! I don't believe it! Somehow I've swapped bodies with Charmcaster! This is not good!" Gwen inside Charmcaster's body realized in shock and fear ruffling her grey hair with her hands.

"NEIGH!" The horse bellowed out again.

Turning around, Gwen noticed Max riding on the horse cart with Nibbler and Spitter running with the horse trying to calm the animal down.

"WOAH! Easy girl!" Max yelled trying to calm the runaway animal down.

"Grandpa, Ben, Stan!" Gwen eagerly yelled before she ran over to the group.

However, Charmcaster who's mind was trapped inside Gwen's body scowled and muttered, "Oh no you don't! You're not going to ruin my plans this time, miss-goody-goody."

Charmcaster then discarded Gwen's wizard hat and tossed it onto the road before she stood up and flexed Gwen's hands.

"Fascinating... This body seems to be radiating magical energy. And yet this body doesn't use magical energy from Ledgerdomain like mine and my charming uncle does. How interesting." Charmcaster muttered noticing a dark purple energy aura emit from her hands before she stated, "Seems like this girls body may be a prodigy for magic."

Having a suitable body to use, Gwen's body emitted a dark purple magic aura before Charmcaster smirked and declared, "Now, to frame my doppelganger and lock her up!"

Charmcaster then leapt upwards into the air with the purple aura just before Gwen arrived near the others who were trying to calm down the horse.

Landing in front of Gwen who gasped, Charmcaster taunted Gwen by saying, "Uh-uh! See you around loser!"

Charmcaster then manipulated Gwen's body and knocked her out with a right jab hook sending Gwen who was in Charmcaster's body flying into a nearby tree.

PUNCH! WHOOSH! CRACK!

Once Gwen was knocked out, the group was finally able to calm down the horse right before Spitter's Omnitrix symbol began beeping red.

BEEP! BEEP! BEEP!

"Well, good thing I'm changing back to normal." Spitter remarked before he told the others, "See ya around whenever I'm used again."

FLASH!

A bright red light then covered Spitter before he transformed back to Stan who emerged from the red light feeling dizzy.

"Urgh... An alien that spits out acid? Just what I needed for number sixteen.." Stan complained before he felt slightly sick.

Nibbler then morphed back down inside Ben before he ran over and supported Stan who was looking groggy.

Splat... Slither... Squelch...

"Hey, take it easy Stan," Ben advised his best friend who breathed in and out getting some fresh air.

Once Max finished petting down the horse, he noticed Charmcaster who he thought was Gwen.

"Gwen! What's going on?!" Max called out before he ran over to her with Ben and Stan following on.

"Umm... It's Charmcaster! She must have been behind this whole thing!" Charmcaster bluntly lied in Gwen's body.

Shocked, Gwen in Charmcaster's body ran over and told the group, "Uh... Wait! I'm not..."

PUNCH! CRACK!

Charmcaster then punched Gwen in the gut sending her on the road again.

Stan couldn't help but feel confused by this before he briefly thought, _"Since when is Gwen so violent?! Good grief..."_

The guys looked at Charmcaster in confusion before she blurted out, "Uh... Don't want her reciting a spell that'll turn us all into weasels or something. No telling what could come out of her mouth."

"You know what? I don't like magic in general. So yeah, lock that witch up." Stan bluntly stated his thoughts on the matter.

Ten minutes later...

Two police officers were escorting a handcuffed Gwen to a police car where she had been gagged with duct tape and her Magical Charm bag had been confiscated.

"Okay jailbird. Your new home sweet home is going to be the Salem Juvenile Detention Centre." The police officer remarked to Gwen dumping her in the police car.

Horrified and shocked by what was happening, Gwen tried to speak out only for Max, and Ben to give her cold looks whilst Stan cockily smirked and waved goodbye to her.

To shatter Gwen's heart, Charmcaster then waltzed up and told Gwen, "Don't worry Gwen, I'll take care of your family and that watch."

The police car then drove off as Gwen couldn't help but angrily glare at Charmcaster in response feeling upset as well.

Thirty minutes later near the Salem harbour...

The weather remained the same with seagulls cawing in the distance with the Rust Bucket having parked up outside Salem harbour.

Nearby a wooden replica of the famous ship known as the Mayflower was docked up where tourists took photos of the replica vessel.

Near the Rust Bucket, Charmcaster walked out with Stan and Ben following on now wearing their normal clothes again.

"Ahh... Smell that fresh air. I sure do love visiting historical sites like this." Stan eagerly rambled on with a bright smile.

Ben rolled green eyes and muttered, "Snoozesville. I don't care about boring history stuff."

Stan ignored Ben deliberately before Charmcaster then questioned: "So Stan, once you've dialled in the alien you want, you just slam it back down and you're ready to kick ass?"

"Uh yeah, but surely you would have known about that since the beginning of this summer correct?" Stan curiously asked Charmcaster before he finished with, "Plus since I unlocked the Master Control feature at the Rainbow Bridge a while back, I can change forms by just thinking about it or by saying the alien's names."

 _"He can now switch by calling out the names for those forms?! Now I want his body asap."_ Charmcaster realized just how strong Stan had become since they last met.

"Hey... what gives? Since when are you interested in the Omnitrix that much?" Ben pointed out to Charmcaster before Nibbler stated, _**"We always thought that you read about magic, spells and junk like that."**_

Charmcaster smirked and rolled Gwen's eyes before she stated, "I think I've already learned all I'm going to about that stuff. I'm just interested in what you are interested in Stan."

Rolling his green eyes, Ben then told Stan and what he thought was Gwen, "Well, since I'm not involved in this conservation. I'm out."

Ben then walked back inside the Rust Bucket leaving Stan and Charmcaster outside on their own.

Yawning slightly, Stan then sat down against the Rust Bucket and slowly enjoyed the outside view and fresh air.

Wondering how to get through to Stan, Charmcaster then realized that since Gwen and Stan had romantic feelings for each other, maybe she could use that to her advantage...

Grinning, Charmcaster then walked over to Stan and sat down near him rather close.

"So, whatcha thinking about hot stuff?" Charmcaster bluntly remarked to Stan giving him a cute smile.

Immediately, Stan's blue eyes widened before he faced what he thought was Gwen and began sweating with a red blush tainting his cheeks.

"Huh?! You think... I'm hot...But I'm... Skinny like... a lampost...?" Stan nervously muttered with his heart pounding through his chest.

"Of course... Underneath that nerdy exterior is a handsome, bright and wonderful young man who I've always wanted to mingle with." Charmcaster lied to Stan pretending to flirt.

Charmcaster slowly moved closer to Stan and wrapped her arm around his neck bringing him in closer before Stan frantically said, "Uh... But... Gwen... I thought... We were... mere... friends? Not... this... I... Guh..."

"Hey, it's okay. I'd never hurt you. So, how about you spill me the secrets of the Omnitrix? And if you do, I'll reward you." Charmcaster faking flirted with Stan.

However before Charmcaster could do anything else, Max and Ben then walked outside and froze in shock seeing Stan and Charmcaster close together.

"What are you two doing?!" A shocked Ben screamed out in shock with his green eyes boggling out whilst Max just remained speechless by what he saw.

Immediately, Stan jumped away from Gwen and yelled out in a mixture of Fear and Anger, "It wasn't my fault, I swear Ben! Gwen got weird and started touching and saying things to me that a person like me never should have done! I swear to god, I'd never do anything wrong to Gwen or Ben, Uncle Max!"

As Stan continued freaking out, Charmcaster couldn't help but snicker slightly before Ben walked over and told Charmcaster, "What is up with you?! Doing that cootie junk to Stan you freak!"

Max quickly ran over to Stan and frantically calmed him down by hugging him tightly saying, "Calm down Stan... Take it nice and easy, and control your emotions..."

As Stan slowly calmed down, Charmcaster angrily glared at Ben before she grabbed hold of Ben's leg and dragged him onto the floor.

GRAB! THUD!

"No one calls me a freak and get's away with it!" Charmcaster angrily remarked before she twisted Ben's right foot.

"OW!" Ben angrily complained before his body began shaking until...

A greenish tendril with brown veins was then launched from Ben's foot before it splattered onto Charmcaster's face.

SLITHER! SPLAT!

Immediately, Charmcaster pulled the tendril off her face before Nibbler appeared from Ben's shoulder and angrily warned Charmcaster, _**"Touch us like that again and we will hurt you badly."**_

As Max saw what happened, he couldn't help but snap due to all the kids fighting and arguing hearing Ben yell, "What's wrong with you Gwen?!"

"Alright! That does it! Gwendolyn, Benjamin, Stanley, I want you all to get inside the RV now and quit messing around this instant! We are getting to the bottom of this!" Max then erupted in anger fed up with the kids fighting amongst each other.

Slowly but reluctantly, Nibbler morphed back into Ben's body and slouched back to the Rust Bucket whilst Charmcaster calmly walked with Max assisting Stan to the RV.

Once inside, Max ordered Ben and Gwen to sit in the side booth whilst he got a chair for Stan to sit on.

"Now then, why don't we start from the beginning? Stan, do you want to go first?" Max eagerly asked the half Sayian/Human hybrid.

Pausing slightly, Stan adjusted his brown glasses before he calmly told Max, "Well, basically Gwen asked me about how the Omnitrix worked with Ben, then Ben walked off and Gwen got close to me and said how I was handsome, wonderful and well, hot. I don't recall anything else, Uncle Max."

Silence gripped the RV before Max calmly asked Ben and said, "You next. Ben. What exactly did you see?"

"Well, doofus over here was asking about the Omnitrix, so I decided to go inside and help you, Grandpa. Then we go outside and see the lovebirds next to the RV and Stan freaks out whilst Gwen is laughing her head off. Annoyed, I confronted her but she ends up twisting my foot which still hurts." Ben angrily remarked glaring at Charmcaster.

Facing Charmcaster, Max then bluntly asked her crossing his arms, "So, why exactly did you do that to Stan and Ben? I want a good explanation, young lady."

Not wanting to deal with Max's wrath, Charmcaster then sighed and told Max, "You're right. It was all my fault."

Rasing up his eyebrows, Max listened whilst the boys stayed calm with Charmcaster continuing, "I shouldn't have done that to Stan because I didn't know how he would react to that and I'm sorry Stan. I'm also sorry for injuring Ben's leg as well. Can you please forgive me Grandpa and move on past this?"

Max then smiled slightly before Ben pointed out, "Uh, did you hit your head or something Gwen? Your acting odd today."

"Ben's right, I've haven't seen your emotions go all over the place like that before." Stan said before he happily rambled on, "I believe that it's important to keep your five main emotions in check which are Joy, Sadness, Fear, Anger and Disgust. Keeping them in balance allows people like me to have great and confident lives. For me personally. my main and favourite emotion which I embody the most is Joy."

"Uh... That's an interesting thing to talk about, but glad to see you back to normal." Max happily said ruffling Stan's neat black hair.

Playing along with what Max said, Charmcaster then raised her index finger and told Stan, "I know! Let me make it up to you. I'm going to cook up something special. Just for you Stan."

Stan couldn't help but smile happily before his Sayian instincts for food overtook him.

"Really?! Oh, I know! How about a nice double deluxe healthy omelette with a side of salad and chips!" Stan suggested to Charmcaster exploding with joy yet again.

Annoyed, Charmcaster kept her false facade up before telling Stan, "Uh... Well, it's a surprise. So it's best to keep the secret intact."

Charmcaster then got up from the side booth before everyone else looked at each other.

Meanwhile back with Gwen in the Salem Juvenile Detention Centre...

A security guard shoved Gwen inside the mess hall of the facility before she turned around and pleaded, "But I'm innocent! You have the wrong person!"

"Yeah, that's what they all say. Especially when they're some kind of freaky super criminal." The security guard bluntly remarked back to Gwen in annoyance.

Sighing in defeat, Gwen reluctantly moved away from the door and walked into the mess hall of the complex.

Looking around she noticed a lot of tough and hardened female inmates who were currently glaring at her with varying looks.

Not wanting to draw attention to herself, Gwen moved over to an old wooden table and sat down on it staring gloomily at the ground.

Gwen then felt something in her sleeved pocket and peered inside before she spotted some rocky marbles that had purple streaks running across them.

"No way! Looks like Charmcaster left some of her magical creatures behind for me to use. Hmm... That could be useful for me later on." Gwen whispered under her breath putting the rocky marbles back in her sleeve.

"So, what are you in for princess?" A tough feminine voice then called out to Gwen before remarking, "Wearing your Halloween costume in the middle of summer?"

Looking upwards, Gwen then spotted two female criminals watching her and chose to remain silent.

The one who spoke had brown spiky hair that was curled in a ponytail wore a black bandana around her head, she was also wearing some rough juvenile clothing.

There was also another female person nearby as well who had rough brown hair and was wearing a skull t-shirt on before she burst out laughing yelling, "Good one, Pinky!"

"Shut up, Missy!" The criminal known as Pinky ordered her subordinate who remained silent.

Rolling her eyes, Pinky walked over to Gwen and kneeled whilst Missy backed Pinky up.

"Only two rules here. Rule #1: I'm in charge of this place. So what I say goes. Got it, princess?" Pinky questioned Gwen who nodded her head and asked, "And Rule #2?"

"Obey Rule #1 or else..." Missy warned Gwen cracking her knuckles together.

Meanwhile at the same time in the Salem marketplace...

Charmcaster placed some food items in a brown shopping bag on the back of a storage truck before she browsed over a seafood stall looking over some Oysters.

"Okay. Judging from your list of ingredients, whatever you're cooking up is going to be very exotic." Max muttered looking over a shopping list Charmcaster had made.

"Urgh... Translation, It'll taste like barf." Ben snarkily muttered under his breath with Nibbler then saying after Ben, _**"Even I'm not sure if we can eat whatever she plans to make."**_

"Honestly, I have no idea what type of normal meal Gwen is even making. Probably going to be another one of Uncle Max's meals." Stan mumbled under his breath hearing upon the conservation between Charmcaster and the shopkeeper.

"Sea Urchin eggs?! What do I look like, Mr Seafood Gourmet?!" The shopkeeper questioned Charmcaster before he laughed and snarkily said, "What you see is what you get girly."

Not knowing that said girl was, in fact, a very powerful sorcerer, Charmcaster glared slightly before she aimed out her right hand at some of the Octopuses present.

BZZZT! WHOOSH!

Charmcaster's right hand glowed dark purple before she called out a spell, "Latinca Sorensay!"

Manipulating the Octopuses with her right hand, Charmcaster then hurled the Octopuses at the shopkeepers face.

WHOOSH! SPLAT! WHACK! SPLAT! WHACK!

"GAH!" The shopkeeper yelled in fear before he plummeted onto the floor covered in various Octopuses groaning out in pain, "My leg..."

Grinning cockily, Charmcaster then mocked the shopkeeper by saying, "Interesting. Bad things can happen to you when you're not nice."

"Quit being cocky and help us remove the Octopuses from his face!" Stan criticized Charmcaster not noticing two men nod behind her.

Whilst, Max, Ben and Stan removed the Octopuses from the shopkeepers face, the two men jumped into a nearby truck and drove off with the cargo inside the vehicle.

Rumble... SCREECH! WHOOSH!

The truck was then stolen whilst Stan and Ben removed the last of the Octopuses from the shopkeeper's face which was covered in suction marks from the tentacles of the animals.

"Hey! That's my truck!" The shopkeeper angrily ranted before he sprinted after the robbers inside the truck who had left a trail of wrecked food crates and debris on the floor.

Gasping in shock, Charmcaster then yelled out, "My ingredients!"

"Looks like a job for XLR8!" Stan automatically called out before he transformed via a flash of bright green light without activating the Omnitrix.

FLASH!

The others were blinded briefly before Charmcaster asked XLR8 who appeared from the green light, "How'd you do that without turning on the watch?"

"It's the Master Control function, allows me to change without activating the Omnitrix manually, However, it tends to be buggy sometimes like the voice function," XLR8 explained before his face mask dropped down and covered his green eyes.

XLR8 then remarked, "Gotta run! I've got some criminals to catch!" Before running off into the distance after the truck.

WHOOSH! ZIP!

As XLR8 ran off, Ben then questioned Charmcaster, "So how are we going to catch them?"

Looking around, Charmcaster then spotted a pair of Segways vehicles before she told Ben, "We'll use these."

Charmcaster sprinted over to one of the Segway vehicles with Ben following on before Nibbler overtook his body.

Splat... Slither... Squelch...

Landing on the scooter with his large body, Nibbler noticed that there seemed to be no way to activate the scooters.

 ** _"Rats... No keys, maybe there's another way to..."_** Nibbler mumbled not noticing Charmcaster using magic from her hands to make the Segways drive off.

BZZZT! ZAP!

The scooter that Nibbler was on then screeched off causing the Symbiote to yell out, **_"WHOA!"_**

SCREECH! WHOOSH!

"Guess you don't need them. Let's go!" Charmcaster remarked before her Segway drove after Nibbler and XLR8.

And of course, Max had been left behind before he jokingly remarked, "Well, looks like I'd better follow them again."

A few moments later inside the stolen truck...

The stolen truck was now being carried on a side road in the centre of Salem where one of the robbers joked, "Heh, what did I tell ya? Easy money!"

The other robber, however, looked in the side mirror which read 'Objects seem closer then they appear' and spotted Nibbler and Charmcaster on the Segways.

"I think we're being followed by a little girl and some big humanoid blob looking thing!" The other robber shouted in shock.

Something then landed on the roof of the truck causing the robbers to freak out.

THUNK!

"What was that?!" The robbers shouted together before Gadget Cat landed on the hood of the car clutching his Omni-Wrench tightly.

"You two really shouldn't have stolen this truck." Gadget Cat warned the robbers before the Omni-Wrench was covered in green digital dots.

WHOOSH! ZAP!

Having thought of another weapon, Gadget Cat held onto it as the robber's eyes boggled out in shock.

The weapon was a medium-sized machine that had a double handle grip with numerous circular bolts on either side with the colour scheme being a bright blue colour with silver.

The front of the weapon was a giant blue glowing sawblade that had three saw blades running on it.

"Meet the Spiral of Death! This Grummel Net Industries weapon is great for sawing things up!" Gadget Cat cockily taunted the robbers before he activated the weapon.

WHIRR! ZAP! SPARK!

The Spiral of Death's glowing saw blades activated as Gadget Cat slowly moved the weapon to the glass panel of the truck.

"AHHH!" The robbers screamed in fear and shock by what they were witnessing as the chase continued through the traffic.

SCREECH! WHOOSH! SLAM! THUNK!

During the chaos of the chase, pedestrians dodged the truck whilst cars screeched to a halt with numerous objects being discarded during the road chase including a crate of Shrimps and Fish.

Passing by the park, the truck ended up turning around which caused Gadget Cat to grab onto the bumper of the truck with his right hand whilst his left hand gripped onto the Spiral of Death.

As Charmcaster swerved after the truck, Nibbler ended up accidently driving through the Salem National park.

Panicking, Nibbler tried his best to avoid park goers whilst also being hit by several objects including a hot dog vendor and a park bench.

WHOOSH! SCREECH! CRASH! THUD! WHAM! SPLAT!

 ** _"Sorry! Excuse us, coming through!"_** Nibbler warned the nearby people before Ben's voice called out, "Hey, Nibbler! I see the truck ahead!"

Regaining his focus, Nibbler quickly rejoined Charmcaster who continued pursuing after the truck with Gadget Cat now having scrambled onto the roof with his Omni-Wrench in both of his hands.

"I think I need to rethink my plan!" Gadget Cat yelled loudly struggling to hold onto the truck.

As Nibbler and Charmcaster chased after the truck, the Segway scooter that Nibbler was riding on then collapsed.

CRASH! WHACK!

 _ **"Oh, no you don't!"**_ Nibbler roared out before he jumped off the ruined Segway scooter and aimed both of his hands upwards to the roof of a nearby building...

Right before he crashed into a dumpster with the remnants of the Segway scooter crashing onto the roadside nearby.

WHOOSH! CRASH! WHAM!

Groaning in disbelief, Nibbler spat out a rotting piece of fruit from his mouth before the Symbiote leapt out of the smelling dumpster and angrily remarked, _**"Damn it! We were so close to getting that right and looking like badasses!"**_

"Don't worry about it, for now, we've got to find that truck and get back on the chase!" Ben remarked to Nibbler who quickly calmed down and looked around before he spotted Stinkfly.

"Hey! Stick to the roofs and follow me up there!" The Lepidopterran advised Nibbler who called back, _**"Copy!"**_

Whilst Stinkfly took to the sky, Nibbler sheathed out his thick claws and climbed up the building using his claws and body as momentum to reach the top.

WHOOSH! CRASH! CRACK! Rumble...

Brickwork and rubble crashed onto the dumpster before Nibbler reached the top of the building and spotted Stinkfly flying in the distance.

Knowing what had to be done, Nibbler leapt over the buildings one at a time before he had an idea.

Grinning, Nibbler then leapt out over the road and plummeted downwards to the ground.

"What are you doing?! Are you trying to get us both killed?!" Ben's voice yelled to Nibbler who shouted back, _**"No! Just watch this!"**_

Aiming out both of his hands at some nearby buildings, Nibbler then fired a pair of large tendrils at the buildings.

WHOOSH! SLITHER! KA-SPLAT! KA-THUD!

Once the large blackish tendrils splattered to the building, Nibbler then grabbed hold of them both and used his body weight and strength to soar down to the ground before he flew back up and let get of the tendrils flying through the air.

Nibbler confidently smirked and posed mid-air before Stinkfly spotted what had just happened thinking, _"Incredible! Nibbler used the force of gravity to swing his body through the sky! If he keeps this up, then he could just keep swinging for however long he wants to!"_

"Wow! Nibbler this is so awesome!" Ben praised Nibbler who cockily boomed out, **_"Oh yeah! Who rocks?! We do!"_**

With his technique now having worked, Nibbler held out both of his arms and fired more tendrils towards a building before he swung off it once again.

WHOOSH! SLITHER! SPLAT! WHOOSH!

"You know for some reason, this reminds me of something. I just can't remember which other superhero did this." Stinkfly muttered out following the Symbiote who was swinging through the air using the buildings and his tendrils for aerial momentum.

As the truck continued fleeing from the chasers, the robbers looked in the side mirrors and noticed that Charmcaster was gone.

"What?! Where'd the girl on the Segway go?!" The driver muttered in shock noticing his stunned colleague.

BZZZT...

Looking down, the robbers then heard magical energy go off before they spotted Charmcaster sitting down in the truck with a calm glare on her face.

"You messed with the wrong little girl." Charmcaster warned the robbers before the elderly one cried out, "I think we overestimated this robbery to much!"

Up in the sky, Stinkfly then opened up his mouth and fired out a massive amount of green goo from his mouth which plunged towards the truck whilst Nibbler aimed both of his hands at the ground and fired dozens of small tendrils towards the truck as well.

SPIT! WHOOSH! SPLAT! SLITHER! KA-SPLAT!

The back tyres then cracked from the combination of the tendrils and goop causing the truck to skid to one side before it crashed into a nearby brick wall.

SCREECH! CRASH! WHAM!

Rubble and debris from the wall along with food packaging was sent tumbling onto the road before Stinkfly and Nibbler landed on the road at the same time.

WHOOSH! ZIP! CRASH! THUD!

 _ **"Great teamwork back there!"**_ Nibbler complimented Stinkfly who nodded back before he called out to Charmcaster, "Gwen, are you alright?!"

The two aliens moved closer to the truck wreckage was lying on its side with a crowd had gathered nearby.

In the truck itself, Charmcaster was laughing loudly at the robbers who had Lobsters crawling all over their skin and pinching them.

"ARGH! We give up for crying out loud!" The driver robber yelled out whilst his elderly friend screamed, "Just get these damn animals off us!"

Nibbler couldn't help but smirk darkly whilst Stinkfly asked Charmcaster, "Urgh, shouldn't we remove the Lobsters off them, Gwen?"

"Nah, let em suffer. That'll teach them to steal from me." Charmcaster cruelly remarked before she leapt off the truck and grabbed her shopping bag.

"Ah well, I have more shopping to do," Charmcaster muttered before she walked off back to the market district.

 _ **"Okay, is Gwen acting odder than usual?"**_ Nibbler questioned Stinkfly who told Nibbler, "Yep. And I think it's only going to get weirder from here on out."

At the same time back in the Salem Juvenile Detention Centre...

Gwen was currently in the lunch queue holding a rusty metal tray right as an elderly lunch lady served Gwen some processed Mashed Potatoes which looked horrific.

SPLAT!

Staring at the food in disgust, Gwen noticed some flies hovering over the food before she asked the lunch lady, "What an interesting colour... Say, you wouldn't have anything that's organically grown would you?"

Grinning slightly, the lunch lady who was known as Crabtree smirked and told Gwen, "Sure thing. I grew this myself."

Crabtree then took out some ancient ear wax from her ear and placed it directly on top of Gwen's processed food.

"This speciality of mine is dried ear wax from the Human ear lobe. I hope you enjoy it." Crabtree mocked Gwen who couldn't help but throw up in her mouth.

 _"Charmcaster is going to pay for this big time."_ Gwen angrily thought before she walked away from Crabtree who yelled out to Gwen, "Make sure you come back for seconds, sweetie! Plenty more where that came from."

Still feeling depressed and sad, Gwen moved over to a table and placed her arms down on the table before staring down at the slop on her plate thinking, _"Now I know how Ben felt when Nibbler first took over his body or when Stan first found the Omnitrix... But still, I will find a way to reunite with my family and stop Charmcaster! I just need some kind of sign that can help me out."_

Gwen then felt something tug on her left sleeved pocket before she smirked slightly and peeked inside revealing Charmcaster's small spellbook which had a circular shape with a triangle covering it along

"Charmcaster's book of spells! This could be very useful for me." Gwen muttered in surprise before she opened up the spellbook.

Looking through the pages, Gwen noticed a variety of different spells that she could learn about and help out the others long term with it.

Gwen then flicked through the pages before she found the Transfera Identica spell page which showcased a graph of how the spell worked.

"Transfer Identica? A body transfer spell?! So that's how she did it!" Gwen realized examining the contents of the book before she stated, "But why would Charmcaster want to switch bodies with me? Unless... she didn't want to switch bodies with me. Stan! She wanted to switch bodies with Stan! That way she could get the Omnitrix! Oh, I've got to get out of this place and warn the others!"

"Yo Princess! Whatcha got there?" Pinky bluntly questioned Gwen.

Peeking up from her spellbook, Gwen spotted Pinky and Missy hovering over with Missy demanding, "You've been holding out on us."

Gwen quickly grabbed her spellbook and walked away from the table before Pinky dragged her back onto the seat.

Thunk!

"Whatcha got to say for yourself, Princess?" Pinky demanded Gwen.

Fed up with Pinky and Missy bullying her, Gwen grabbed hold of her tray before taunting Pinky, "Just this, Food fight!"

Gwen then hurled the tray directly towards Pinky and Missy causing them to be covered with the contents of the food.

WHOOSH! SPLAT! THUNK!

"GAH!" Both Missy and Pinky screamed before they crashed into another table where other inmates were eating before they also got covered in crap food.

SPLAT!

In response, the other inmates began hurling food across the room whilst Gwen calmly ducked and did her best to avoid the projectiles from either side of the room which had become a battleground.

Peeling the mashed potatoes off her face, Missy snarled and charged at Gwen yelling, "You're dead when I get my hands on you!"

Gwen narrowly dodged Missy's attack causing her to slide on a table and land on more junk food.

SPLAT! THUNK!

Annoyed, Missy peeled the food of her face before she spotted a large muscular female inmate who snarled at Missy and hurled some more junk food at her.

Panicking, Missy narrowly dodged the junk food before Pinky ended up getting covered in more junk food.

WHOOSH! SPLAT!

Unimpressed, Pinky wiped the food off her face and ended up bumping into Gwen.

"You've got guts, princess, I'll give ya that," Pinky remarked before she grabbed hold of Charmcaster's long coat and dragged up Gwen demanding, "Now quit stalling and give that book to me, or I'll beat the crap out of ya!"

An idea forming in her head, Gwen took out the rocky marbles from earlier and told Pinky, "Okay. I'm just not exactly sure what it is."

The rocky marbles then began shaking before they hatched into stone birds with pink glowing lines on them.

BZZZT! WHOOSH!

The stone birds then flew out from Gwen's hands and began attacking Pinky who tumbled onto the floor trying to sway the stone birds of her.

CRASH! PECK! POKE!

As Gwen quickly recovered, she noticed Missy and more female inmates ganging up on her...

Just before the stone birds began attacking them as well.

"Run for your lives!" One of the inmates cried out with everyone scattering in fear.

Sighing in relief, Gwen was about to leave the mess hall just before Crabtree grabbed hold of Gwen's collar dangling her from the ground.

"Troublemaker huh? Well, you'll be scrubbing pots and pans until those pretty little hands fall off!" Crabtree threatened Gwen.

Remaining calm, Gwen automatically took out Charmcaster's spellbook and flipped through some pages before finding a spell that could be useful.

"Bellum Ocorro Mazura!" Gwen shouted out her first-ever spell.

BZZZT! ZAP! WHOOSH!

Immediately, the ladle that Crabtree was carrying groaned and wrapped around her left wrist.

Panicking, Crabtree stumbled back trying to remove the ladle off her arm before walked near the cafeteria serving area.

There, dozens of knives, forks and spoons became active and walked over to her alive.

Stunned, Crabtree then tried to flee the area only to end up tripping over and falling into a rubbish bin before it toppled over.

SLIDE! SPLAT! CLANG!

Because of Crabtree getting wrecked by Gwen, many of the female inmates began cheering for Gwen with Pinky remarking, "Cool!"

Smiling confidently, Gwen then bowed to the applause from the female inmates.

"Let me guess? You're innocent." The same security guard from earlier questioned Gwen.

Gwen merely froze blinking her eyes before she gulped.

At the same time back on the Salem docks...

Max, Ben and Stan who were both now back to normal waited patiently outside a Bait and Tackle shop.

"Um, Uncle Max? Have you noticed that Gwen has been acting kind of weird lately?" Stan questioned Max glancing at the red recharging mode on the Omnitrix.

"Yeah, Gwen's been acting weirder than normal," Ben spoke agreeing with Stan feeling Nibbler sleeping within him.

"Now just because she wants to follow in her grandfather's culinary footsteps doesn't mean she's weird boys," Max said defending Charmcaster's actions.

Rolling his eyes, Ben then snarkily muttered, "Oh, no, of course not, Grandpa." With Nibbler then saying, _**"We don't think she's right Max."**_

"Look, I have a feeling that something really bad has happened to Gwen." Stan nervously said warning Max who paid attention to what everyone was saying.

Charmcaster then exited the shop carrying a packaged container before she boldly declared, "I got it, the final ingredient."

Curious, Max then carefully grabbed hold of the container and looked inside noticing the food ingredient.

"Ooh? Sea Urchin eggs?" Max eagerly asked Charmcaster before remarking, "Those must have been expensive."

"Not really. I sweet-talked them into giving me a deal." Charmcaster told the group.

As the group walked off, they didn't notice that Charmcaster had gagged up the store owners and tied them upside with rope from the ceiling.

At the same time back in the Salem Juvenile Detention Centre yet again...

Following the messy food fight, Gwen, Pinky and Missy were being forced to clear up in the aftermath.

Standing near Gwen who was using a mop along with Missy who was using a broom with Pinky using a hose, Crabtree ordered them, "And when you're done here, someone gets to buff my bunions."

Scowling, Crabtree walked off away from the group before Pinky told Gwen, "Hah! Small price to pay to see the look on Crabtree's face when she fell into that trashcan."

Looking up from the hose, Gwen spotted Pinky walking over and said, "You're alright princess. Look, If you ever need anything, I'll..."

"Actually what I need is to find a way out of here." Gwen bluntly told Pinky continuing to wash the ground with the hose.

Holding her broom, Missy remarked to Gwen, "Armed guards at every exit? No way you could ever..."

Ignoring Missy, Gwen then spotted a drain pipe where water from the hose was leaking underground beneath the prison.

"Hey, I think we found a way out of here. But we'll need a distraction." Gwen told Missy and Pinky coming up with a plan to escape.

Grinning back, Pinky told Gwen by saying, "No problem." Before she nodded to Missy.

Pinky then aimed her hose at Crabtree and two security guards before unleashing the water upon the three.

WHOOSH! SPLOSH! SPLASH!

Crabtree and the security guards were then soaked by the hose causing one of them to yell out, "You stupid girls! Now you're going to work even more!"

Unimpressed, Missy then hurled her broom right into the security guards face causing her to land onto the watery ground face first.

THUMP!

With the staff distracted, Gwen then took out a rocky marble from her pocket and hurled it towards the sewer hatch where it exploded.

BZZZT! BLAM! WHOOSH!

The sewer hatch exploded and went flying sidewards into the mess hall wall narrowly missing the staff, as thick purple smoke covered the exposed hatch.

WHOOSH! THUNK!

Gwen, Pinky and Missy then jumped down into the man-made hole with smoke rising from the top.

When the security guards ran over and peeked down inside, they saw Missy flipping the guards off before she ran after Pinky and Gwen.

"Call security and send in reinforcements! We have a jailbreak on our hands!" The security guard called out loudly.

At the same time in the evidence room of the facility...

"ARGH!" Someone screamed from the evidence room as Charmcaster's Magical Charm bag emerged and jumped down the corridor trying to find Gwen.

Back with the group in the sewers...

Gwen, Pinky and Missy sprinted around a corner through the dingy sewer tunnel before they approached a large sewer grate.

Placing her hands on the grate, Pinky told everyone, "Check it out! This must spill out into the city's main drainage system. If we can get past it, we're home free!"

SPLASH! SPLOSH! SPLASH!

The group of three then heard splashing water and saw Charmcaster's Magical Charm bag hopping over to Gwen.

Gwen subsequently grabbed hold of the bag just as flashlight beams from the security guards along with the calls of, "This way! We can't let them escape!" Were heard.

Unzipping Charmcaster's Magical Charm bag which growled when it was open, Gwen told Pinky and Missy, "Step back."

Both criminals did that, just before Gwen hurled some rocky marbles towards the sewer grate causing to explode in a cloud of thick purple smoke.

BZZZT! BLAM! WHOOSH!

Pipes from the grate clattered into the water before Gwen walked forward carrying Charmcaster's Magical Charm bag in her hands.

"So, I don't suppose you guys are going to change your ways and give up crime are you?" Gwen questioned the two criminals.

Pinky and Missy looked at each other before they chuckled with Missy declaring, "Yeah right! We've got to make up for lost time!"

Knowing what she had to, Gwen told Pinky and Missy, "I thought you were going to say that."

Gwen then hurled a pair of pink and brownstone figures near Missy and Pinky before they grew

Charmcaster then unzipped her Magical Charm Bag and hurled some pink and brownstone figures near the feet of the two.

BZZZT! WHOOSH! SPLOSH!

The rock figures then grew in size and morphed into a pair of large stone canine dogs that protected Gwen and snarled at Pinky and Missy.

"ROAR!" The stone dogs roared out at Pinky and Missy who turned around and ran off right into the hands of a large security guard.

"Gotcha you thieving jailbirds! You're going nowhere!" The large security guard taunted the two she was holding captive.

Smirking, Gwen then ran off into the sewer with the stone dogs following her.

"If I ever see you again, Princess, I'm going to introduce you to all my ten friends here and make your life a living hell!" A pissed off Pinky shouted vowing to get revenge on Charmcaster.

Gwen ignored Pinky before she smirked and muttered, "I'm coming guys! Just hang on a bit longer!"

Gwen then increased her running speed with her stone dog pet's helping her out.

At the same time back at the Salem harbour...

It was now night time at the Salem harbour with the weather being overcast and slightly misty, where the group were standing near the Rust Bucket.

Currently, Charmcaster and Max were standing near a large cast-iron cauldron with Max holding a tray of ingredients whilst Charmcaster tossed them into the cauldron with care.

Creak...

The Rust Bucket side door then opened up as Ben and Stan walked outside and smelt the whiff from the cauldron.

"Good grief! What are you making back there?! A recipe for disaster?!" Stan muttered in a combination of anger and disgust.

"Yeah! Please don't me that smell is coming from that dinner you're cooking." Ben mumbled as well before Nibbler's told Ben, _**"Told you we couldn't eat that."**_

And then to add into the cherry on top, The Omnitrix did something new due to detecting the dangerous smell of the cauldron.

BEEP... Click... Click... Click...

The Omnitrix symbol turned into a dark red colour and began beeping out a Geiger counter noise having detected Charmcaster's cauldron giving off radiation.

Confused, Stan and Ben looked at the Omnitrix before it beeped out, "Warning, Hazardous Radiation Levels detected!"

"Since when can the Omnitrix detect radiation?" Ben curiously asked Stan who was looking at the dark red Omnitrix who pointed out, "I remember that the Radiation mode was part of the Omnitrix upgrade I got a while back."

Walking away from the Rust Bucket with Ben, Stan fully explained and rambled on, "I think the Radiation mode works by detecting any hazardous sort of radiation that we can find or stumble across. The colour is also a different type of red rather than the regular red Recharge mode colour which I think is brighter. Its's kinda cool to have a new feature for the Omnitrix though."

 _ **"The question is though, what other features does the Omnitrix have that we don't know about?"**_ Nibbler then asked Stan with intrigue feeling slightly curious.

The Omnitrix then beeped again and deactivated the Radiation mode reverting to the Active mode where the Omnitrix symbol turned bright green again.

BEEP...

"Huh, back to normal," Stan muttered before he spotted Ben who's green eyes had widened in shock.

Turning around, Stan spotted Gwen walking down the steps who both boys thought was Charmcaster.

"Charmcaster?!" Both Ben and Stan shouted together before the two got into fighting stances with Ben telling her, "This time we're looking you away ourself!"

Charmcaster's stone dogs then slammed into Ben and Stan catching them off guard and pinning them on the ground.

WHOOSH! SMACK! THUD!

Both Stan and Ben attempted to break free and transform, but Gwen told them, "I can't let the pair of you do that. Once you go, hero, you'll both kick my ass without listening to what I have to say."

"You got that right, you stupid witch!" Stan angrily remarked to Gwen who rolled Charmcaster's eyes in annoyance and told Stan, "Just listen for once, dork!'

Realizing only Gwen said that on angry occasions, Stan and Ben remained silent before Gwen stated, "Sorry about that. Anyway, Gwen's not Gwen. I am! She did some kind of transference spell and we wound up switching bodies."

Splat... Slither...

Nibbler's head then morphed out from Ben's left arm and asked Gwen, _**"Yeah, how dumb do you think we are to fall for something like that?"**_

Stan couldn't help but remain silent thinking about what to say, whilst Gwen told Nibbler and Ben, "I don't have time for trick questions. I'm telling you the truth! Haven't you noticed Gwen acting all strange?"

"Ben, Nibbler, I don't think that's Charmcaster. Charmcaster and Gwen have swapped bodies!" Stan then spoke agreeing with Gwen.

Shocked, Ben then looked at Gwen before she said, "Why would I lie to you, Ben?!"

"Okay, fine. fine. You're Gwen and I believe you." An annoyed Ben stated before he asked everyone, "But why did Charmcaster switch bodies with you in the first place?"

"Charmcaster didn't want to swap bodies with me. She wanted to swap bodies with Stan." Gwen replied to Ben as Charmcaster's stone dogs moved off the two.

All eyes were focused on Stan who shuddered in horror and muttered, "Oh no... I am not having someone hijack my body and take the Omnitrix! Who knows how powerful Charmcaster would become!"

Before Gwen could reply, Charmcaster yelled out, "What's she doing here?!"

Turning around, Gwen spotted Charmcaster and Max running over whilst Charmcaster's stone dogs moved off the two allowing Ben and Stan to stand up.

Ben then rambled on and explained to Max, "She says that you're not you and she's not herself but you're each other. At least that's what I think she's saying."

Sighing, Stan bluntly told Max, "Basically, Gwen and Charmcaster accidently swapped bodies because of a spell."

Charmcaster's nervously glanced at Max before he asked, "Gwen, is this true?"

"Yes, Grandpa! She's not Gwen!" Gwen warned Max.

Attempting to convince Max, Charmcaster said, "Who are you guys going to believe? This liar, or your own eyes?!"

Placing her hands on her hips, Gwen then reminded everyone, "Alright, Time for a test. If you're Gwen, then you happen to know the name of the teddy bear Ben sleeps with."

"Hey! Furry Freddy has his own bed! It just happens to be next to mine." Ben quickly responded before Nibbler muttered, _**"Way to blow out the answer, Ben."**_

Before Gwen could say anything, Stan then told Gwen and Charmcaster, "Alright. I've got a question of my own. And this one will work."

Moving closer to Charmcaster, Stan glared slightly and asked her, "If you were Gwen, then we did first meet each other?"

Charmcaster shrugged and guessed, "Um... School of course, why wouldn't it be?"

"Wrong. We first met each other at the start of the summer vacation outside Bellwood Elementary school." Gwen bluntly told her archrival back.

"Huh, I guess it is you, dweeb." Ben then snarkily said to Gwen who rolled her eyes back and said, "Of course it's been me all along, doofus."

"Duh, Ben! That's what Gwen's been saying all the blasted time!" Stan remarked before he glared at Charmcaster and warned her, "And now you're going to fix the mess you've made by swapping bodies with Gwen."

Charmcaster ignored Stan's threat and casually stated, "Well at least I can stop being all nice and sweet. It was making me sick."

Then Charmcaster bluntly told the group, "Good thing, you have a magical aura Gwen, or none of my spells would have worked. I was just lucky."

Confused, Stan then randomly asked everyone, "Wait... Why does Gwen even have a magical aura around her body? How does that even work?!"

In response, Max whispered out to Stan, "I'll explain everything later after we stop Charmcaster."

"Yeah?! Well, how about a little taste of your own medicine?!" Gwen interrupted Stan before he could reply.

Gwen then sent out a magical glowing purple chain from her right sleeve that wrapped around Charmcaster trapping her.

BZZZT! WHOOSH! GRAB!

Charmcaster closed her eyes and calmly muttered out, "Unsqueria Despariot!"

BZZZT! WHOOSH! THUMP!

A purple shockwave of magical energy paralyzed the group sending them scattering onto the floor.

Charmcaster then taunted Gwen by cockily pointing out, "I'm the real sorceress here, remember?"

"Urgh..." The kids groaned back with Nibbler trying to overtake Ben whilst Stan and Gwen were knocked out cold.

Charmcaster's stone dogs then rejoined their rightful master before she stated, "Now I can switch bodies with dork and every spell I cast will be alien supercharged."

Charmcaster then took out her right hand towards the bubbling cauldron where a stream of purple magical energy surrounded her.

BZZZT! WHOOSH! ZAP! SPARK!

A circular magical sphere surrounded Charmcaster before she chanted out, "Transfera Identica! Transfera Identica! Transfera Identica!"

The kids then got up before Charmcaster hurled the circular magical sphere towards the group of three causing Stan to yell out, "Brace yourself, everybody!"

BZZZT! WHOOSH! ZAP! SPARK! THWOOSH! BOOM!

Like last time, a bright flash of purple light zapped over the area before everything became quiet.

Groaning, Max slowly got up from the ground and looked at the mist before he called out, "Gwen, Ben, Stan! Are you alright?!"

A figure then emerged from the mist before Max recognized who it was.

It was Gwen with her mind now back in her normal body.

Max nervously stood his ground before Gwen put up her hands and told Max, "Grandpa, it's me! I'm back in my normal body!"

Relieved, Max walked over to Gwen and hugged her remarking, "Oh, thank goodness you're back to normal."

Gwen accepted the hug and told Max, "I think Ben and Stan pushed me out of the way right after I was hit with the spell. Everything else was a blur after that though."

Max and Gwen then noticed Charmcaster stumble out of the mist and noticed she was back to normal.

"No! This wasn't the way it was supposed to happen! I'm me again!" Charmcaster angrily raged now back in her own body.

"Ha! Your spell screwed up again!" Ben then cockily called out from the mist, or did it sound like Stan's voice?

"Hold on, something doesn't feel right. I feel sweaty and itchy!" Stan then complained from the mist or was it Ben's voice?

"Huh? Why do I feel clean and fresh, and why can't I feel Nibbler inside me!" Ben then loudly called out.

 _ **"Agreed! We barely have our connection!"**_ Nibbler told the group as well.

"Okay, Ben, let's step forward and come out." Stan calmly told Ben.

The two boys then emerged from the mist seemingly alright, before they glanced at each other and screamed, "ARGHH!"

"Ah, I'm you! Gross!" Both of the boys complained together.

Once again, because of Charmcaster's spell, Gwen and Charmcaster had regained their regular bodies.

However, Ben and Stan had swapped minds with Stan's mind in Ben's body and Ben's mind in Stan's body.

Gripping his hands on Ben's hair, Stan panicked ranting out, "This is bad! Not only am I not in my own body, I'm in Ben's body that not only smells bad but has an alien parasite as well!"

 _ **"PARASITE?! WE ARE NOT LIKE THAT!"**_ Nibbler's voice furiously shouted in Ben's ears causing Stan to clutch them in pain.

Looking over Stan's body, Ben complained, "Uhh... This body smells clean and why do I feel my emotions acting odd?!"

As Stan and Ben freaked out trapped in different bodies, A confused Max scratched his head and stated, "Now wait a minute, Now if you're Stan, and you're Ben, then... I'm really confused."

"Never thought I'd see this happen." Gwen pointed out, standing near Max.

"Urgh! You fools! Now I only have enough ingredients to mix up one more transference spell!" Charmcaster angrily complained.

"Screw that! I'm going Shocksquatch to beat you!" Stan bluntly replied before he raised out Ben's right arm to not be greeted with the Omnitrix.

"You're not wearing the Omnitrix Stan! I am!" Ben reminded Stan just before Charmcaster's stone dogs charged towards Gwen.

WHOOSH! SMACK!

Gwen quickly dodged the stone animals before the group sprinted off together whilst Charmcaster hurled various purple magical blasts towards the group with her hands.

BZZZT! WHOOSH! BOOM! ZAP! BZZZT! WHOOSH! BLAST!

As the group ran, Ben frantically tried to get the Omnitrix working which beeped negative numerous times.

Beep... BEEP! Beep.

"What are you waiting for?! Go alien and kick her magical behind!" Gwen called out to Ben and Stan.

"I'm trying! Which way do you turn the dial?!" Ben shouted whilst Stan yelled, "I don't even know how to change either!"

A purple magical energy blast then zapped the ground and knocked everyone out cold.

BZZZT! WHOOSH! KA-BLAST! SMACK!

Max landed on his back whilst Ben and Stan landed together respectively knocked out whilst Gwen was still awake on her front slightly.

The last thing Gwen saw was Charmcaster walking over before she mocked Gwen by saying, "Night, night girl."

Gwen groaned and merely fell unconscious before she could say something back.

Twenty mins later after the magical blast on the Mayflower replica...

Groaning, Max slowly woke up feeling a cold breeze blast his head.

"Urgh... What the?" Max muttered before he noticed where he was.

Somehow, he had been tied up with thick rope around the Mayflower's ship mast high up in the air.

Looking downwards, Max spotted Charmcaster tossing some more ingredients in the bubbling cauldron which had been set up on the wooden boat along with her stone dogs keeping her company.

Glaring in anger, Max yelled to her, "You won't get away with this!"

Rolling her pink eyes, Charmcaster taunted Max by remarking, "Says the old man hanging from the yard-arm. Oh, and by the way, you're cooking stinks."

"It does?" Max questioned Charmcaster who nodded back and continued hurling ingredients in the bubbling cauldron whilst Max continued trying to break free from the ropes that bound his arms.

At the same time down in the hull of the ship...

Night light flooded the bowel of the ship where Ben, Gwen and Stan were trapped inside old wooden pillories like ancient medieval prisoners.

"Like being trapped inside this body isn't enough." Ben groaned in annoyance before he said to Stan, "No offence Stan."

"None taken Ben. If anyone's to blame, it's that stupid witch, Charmcaster!" Stan angrily ranted out with Nibbler saying, _**"We agree with you, Hopkins."**_

Fed up with Stan, Ben and Nibbler bickering, Gwen told them, "Oh, quit bickering and focus on getting out of here! We've got to stop Charmcaster."

"Get out of here? Oh please. Like you would know how dweeb." Ben snarkily muttered back.

"Look, Ben, since the Omnitrix has the Master Control feature unlocked, you should be able to go hero by thinking about what alien to use instead of reaching out for the dial." Stan then informed his best friend.

"Really?! Okay... What alien should I use then?" An excited Ben questioned Stan eager to fight.

"Umm... Maybe Four Arms? He's more your alien type than mine." Stan bluntly admitted to Ben before he said, "Now remember, to calmly say the alien's name. Okay?"

Nodding back, Ben then called out, "Four Arms!" And transformed in a flash of bright green light destroying the wooden pillory that bound him.

FLASH! CRASH!

Closing their eyes, Stan and Gwen looked to the right and spotted Rath shaking his head instead of the Tetramand that should have arrived there.

"RATH!" The dumb Appoplexian roared out before he began stomping the wooden planks with his feet.

"Oh, good grief! I said Four Arms, not Rath!" Stan shouted out in annoyance.

"So?! Rath doesn't care! As long as Rath goes back to normal in his body, who cares?!" Rath angrily ranted towards Stan.

Rolling his eyes in annoyance, Stan then asked Rath, "So how do I activate Nibbler's powers?!"

In response to that, Nibbler swiftly overtook Ben's body and broke free from the wooden pillory that trapped him.

Splat... Slither... Squelch... CRASH!

Now free, Nibbler looked over his body before remarking, **" _Well, this is going to be fun..."_** With Stan's voice saying, "Huh, this is kinda interesting."

"Alright, alright, now can you two get me out of this thing?" Gwen then bluntly questioned the group.

At the same back on the deck of the ship...

Hurling some more ingredients into the boiling cauldron, Charmcaster darkly stated, "I think I'll turn into that fire alien first. With my spells funnelled through that alien body, Salem, Mass is gonna get burned."

SPLAT! SLITHER! SMASH!

Something then broke from the bottom of the ship causing Charmcaster to step away and peer down into the hatch where she saw Gwen sprint off with Nibbler and Rath following her.

"Tennyson!" An annoyed Charmcaster muttered loudly down below where Max was tied up on the mast.

Seeing an opportunity to strike, Max removed the ropes that trapped him and carefully grabbed the ropes before he swung down like Tarzan and kicked Charmcaster with his feet.

WHOOSH! ZIP! KICK! THUD!

Charmcaster went flying headfirst on the wooden deck as Max landed on the ground near the cauldron where Charmcaster's stone dogs came to life and growled at Max.

BZZZT! WHOOSH!

Recovering from the ground, Charmcaster ordered her stone dogs, "Sic the old man boys!"

As the stone dogs attacked, Max grabbed hold of a wooden oar and began battering the magical creatures with the makeshift weapon.

WHOOSH! SMACK! CRACK!

Charmcaster smirked and watched Max who ended up being knocked onto the floor by the stone dogs.

"You really should respect your elders!" Rath angrily called out from behind Charmcaster.

Turning around, Charmcaster spotted an angry Rath and an annoyed Nibbler glaring at her with Gwen climbing out from the hatch too.

"I don't respect anybody." Charmcaster snarkily taunted the group of three.

Stepping forward, Gwen then told Charmcaster, "It's over, Charmcaster! You're going to change Stan and Ben back to normal or else they'll swab the deck with your ass!"

"All you did is save me a trip below to get you." Charmcaster mocked Gwen before Rath and Nibbler charged in together ready to attack.

"LET'S DO THIS!" Rath hotheadedly roared out whilst Nibbler shouted, **_"For once you took the words right out our mouth!"_**

As Rath and Nibbler attempted to tackle Charmcaster, she activated her magical abilities and flew upwards.

BZZZT! WHOOSH! ZIP!

Because of this, Rath accidently crashed into the edge of the deck and ended up dangling from the edge with his claws.

CRASH! GRAB!

"GAH! This alien hero stuff is harder then it looks! Gotta give Stan credit for that!" Rath loudly remarked before Nibbler leant down and dragged him onto the deck.

Looking upwards, Gwen spotted Charmcaster leaping onto a pair of cannons before she aimed both of her hands at them and shouted out, "Declam Bakura Saduka!"

BZZZT! Groan... Hiss... KA-BLAM!

Thanks to that spell incantation, a pair of nearby cannons were firing large cannonballs towards Gwen.

Thankfully Gwen used her acrobatic skills and did a backflip over the cannonballs which crashed into the water.

SPLASH!

"Phew! Good thing my gymnastic skills came in handy there." Gwen muttered happily.

As Max hurled one of the stone dogs off him, Charmcaster walked back over to the bubbling cauldron and placed her hands around it where a stream of purple magical energy surrounded her again.

BZZZT! WHOOSH! ZAP! SPARK!

Satisfied, Charmcaster quoted, "Third times the charm." Before she then chanted out the spell for the third time, "Transfera Identica! Transfera Identica! Transfera Identica!"

Charmcaster then hurled the circular magical sphere towards Nibbler who was inside Stan's body trapping the Symbiote.

 _ **"Oh, nuts! Help us!"**_ Nibbler shouted from inside the sphere unable to break out having remembered the first time he tried breaking in to get Stan.

As the circular magical sphere's moved closer, Gwen and Rath stared at each other before Gwen told Rath, "You need to get inside Charmcaster's orb!"

"Easier said than done, dweeb! Move that rope when Rath says so!" Rath ordered Gwen before grabbing hold of the rope with his hands.

Snap!

The rope that Rath was holding on went flying upwards before Rath landed on the wooden beam and jumped downwards to the magical circular sphere.

"Out of the way magic lady! Rath is coming through!" Rath taunted Charmcaster pushing her out of the magical circular sphere.

WHOOSH! BZZZT! THUNK!

Landing in the magical circular sphere, Rath smirked whilst Nibbler sighed in relief just before Charmcaster shouted out, "NO! MY PLAN IS RUINED!"

Like the other times, a bright flash of purple light zapped over the wooden ship as Ben and Stan's mind was restored in their normal bodies.

BZZZT! WHOOSH! ZAP! SPARK! THWOOSH! BOOM!

Now back in his normal body, Rath shook his head again before he looked over his Appoplexian body and remarked, "Finally! Rath is back to normal!"

 _ **"And we are back together again!"**_ Nibbler happily roared out looking over his body.

Unimpressed, Charmcaster shouted out, "I'll just cook up another transference spell! I can't be stopped!"

Grinning, Rath stated, "Don't bet on it, lady. SPITTER!"

A bright flash of green light covered Rath before Spitter emerged transformed from the flash of light.

BEEP! FLASH!

"Prepare to be slimed on!" Spitter mocked Charmcaster before inflated up his body and fired out a beam of acidic spray towards Charmcaster whilst Nibbler fired a pair of large tendrils towards Charmcaster as well.

Rumble... HISS! SPLAT! SLITHER! SPLAT!

Charmcaster flew in the air and dodged the tendrils and acid before Gwen spotted a nearby cannonball.

Grinning, Gwen quickly ran over to the cannonball and called out, "Hey, Ben! Use this as a projectile!"

Nodding back, Nibbler then blasted the cannonball with a large tendril which was connected to his arms before he hurled the ball towards Charmcaster in the air which crashed onto her knocking her out of the sky.

SPLAT! SLITHER! WHAM! CRASH!

With Charmcaster knocked onto the wooden deck, Gwen noticed Charmcaster's spellbook slide out of her pockets and onto the wooden deck.

 _"Charmcaster's spellbook! I should take that for safekeeping."_ Gwen realized before she grabbed hold of the spellbook and placed it in her back pocket.

Spitter then ran forward before he grabbed hold of a ship anchor and dragged it towards Charmcaster and began tying it around her.

To prevent Charmcaster from escaping more, Nibbler fired a series of dozen small tendrils on Charmcaster's body which stuck her to the deck whilst the anchor chain was tied around her.

SPLAT! SLITHER! KA-THUNK!

As Charmcaster was tied up, the Magical Charm bag that she used was knocked over before it sank into the ocean depths below.

WHOOSH! SPLASH!

"NO! NOT MY CHARM BAG!" Charmcaster angrily protested now trapped and covered in acidic spit and Symbiote tendrils.

Nibbler, Spitter and Gwen then surrounded Charmcaster angrily glaring at her.

 _ **"So, who should do the** **finishing blow?"**_ Nibbler asked the group before Spitter suggested, "It should be Gwen in my opinion."

Gwen then faced Charmcaster face to face before she snarkily taunted her, "You want an out of body experience? Try this!"

Gwen then raised back her left fist before she punched Charmcaster right in her face sending her knocked out on the floor with a black eye.

PUNCH! CRACK! WHAM!

Drawing back her fist, Gwen then stated, "Damn, that felt like good payback."

Max then stumbled across the deck still trying to get Charmcaster's stone dogs off him.

"A little help here?!" Max pleaded to try to get the stone dog of his neck and shoulder.

 _ **"Were on it!"**_ Nibbler yelled to Max before the two aliens ran over and destroyed the stone dogs.

Nibbler grabbed hold of one with his arms and opened up his large mouth before crushing its head with his long and spiky teeth discarding the stone ruins on the ship deck.

CRUSH! CHOMP! SMASH! CRUMBLE!

Whilst, Spitter divebombed on another of the stone dogs and melted the stone animal to debris with his acidic breath away from Max.

Rumble... HISS! SPLAT! SMASH! CRUMBLE!

"Alright! Nice job Ben and Stan!" Max told the two aliens in the wrong term.

Spitter's Omnitrix symbol then beeped red before he transformed back to normal in a flash of red light with the Omnitrix beeping out, "Warning! Omni-Energy supply is low. Recharge mode activated."

BEEP! BEEP! BEEP! FLASH!

"Uncle Max, it's me, Stan." Stan pointed out shrugging his arms now back to normal whilst Nibbler then shrunk back down into Ben's body and changed back as well.

Splat... Slither... Squelch...

"And it's me, Ben, Grandpa." Ben happily told Max.

Facepalming in annoyance, Max then remarked, "Okay, that's it. I give up!"

Thirty mins later back in the Rust Bucket...

With Charmcaster now arrested again, the Rust Bucket was now driving through the centre of downtown Salem heading for the outskirts of the city.

As Max drove the RV as always, Gwen was sat down on the side booth reading Charmcaster's spellbook with a pen and note pad to write down what spells would be useful for her to use.

Hiss...

Gwen then smelt something odd and spotted Ben sitting on the other side with his smelly shoes on the table as Ben replaced his smelly socks.

"Ah... There's nothing like being back in your own socks." Ben muttered gratefully to be back in his own body.

 _ **"Same here... It was lonely without you."**_ Nibbler happily mumbled to his friend.

Stan then walked out from the back and told the group with the Omnitrix still in the red charging mode, "Hey, I'm just grateful that things are back to normal."

"Well, I hope that this experience has taught you three to appreciate each other a little more." Max bluntly remarked to the group.

Ben, Gwen and Stan looked at each other before they shrugged and jokingly said, "Nah!"

With that joke out of the way, Stan then asked Max, "So, um... Why did Charmcaster say that Gwen has a magical aura around her?"

Gwen and Ben immediately stopped laughing before Gwen asked Max, "Are you hiding something from me, Grandpa?"

Remembering his conservation with Stan about who he was following the Eon incident, Max sighed and pressed the button on the dashboard.

Flick!

"Autodriver engaged." The female robotic voice responded as Max walked out of the driving seat and to the side booth.

Leaning down near Gwen and Ben, Max bluntly told them, "Well... Uh, you know how Stan is half-Sayian? Both you and Ben are half-alien as well."

Ben and Gwen stared at each other in shock with Nibbler appearing from Ben's body as a result of the bombshell.

Splat... Slither...

"WHAT!? Me and Gwen are half aliens?! But I don't even have anything wrong with me that makes me look like an alien!" Ben shouted out loudly whilst Gwen remained speechless in shock.

"Now, I know that's it's shocking for you two. But with Gwen starting to tap into magical powers, Ben bonding to Nibbler and Stan finding the Omnitrix which caused everything to begin with, I think it's important that we finally pull back the curtain and reveal the truth. No more secrets and I'm sorry I concealed this information from you." Max truthfully promised the kids.

Gwen then looked at Max and asked him, "Do my parents and Ben's parents know about this?"

"Yes, Natalie, Frank, Carl and Sandra are aware of your alien heritage. Same thing with Stan's mom, Emily with his alien heritage." Max truthfully told the kids.

 _ **"So, what is the second half of Ben and Gwen then?"**_ Nibbler questioned Max.

"Ben and Gwen are half-Anodites." Max stated before he full explained, "Anodites are a race of aliens from the planet Anodyne. They are humanoid aliens made of pure purple energy which is known as Mana. As far as I'm aware, Mana can be enhanced with magical artefacts and can be used with spells as well. It's hard to tell if they're sperate or the same thing."

"I dunno, Max, sounds like Magic and Mana could be the same kind of energy source, just a different type of energy then what my Omni-Evolution form can use," Stan suggested his opinion on the matter.

Looking over Charmcaster's spellbook, Gwen then said, "I guess that would explain why I was drawn to magical artefacts like the Charm's of Bezel. But still why me?"

"Same reason I ended up with Nibbler." Ben shrugged back with the kids looking at Max who stated, "From what we saw today, Gwen seems to have a higher potential for magic whilst Ben doesn't seem to have any magical potential at all."

"Suits me, I'm fine with my partner," Ben told Max before Nibbler remarked, _**"Perhaps long term, Ben could unlock some kind of magical gift."**_

Everyone then looked at Gwen who confidently said, "Well at least know I the truth, thanks, Grandpa. And I want to do my part to be more helpful."

Max smiled and looked at the group of three kids before he said, "Hm. Seems like you're all starting to get stronger in your unique ways as a team."

The team word echoed through Stan's head before he smiled and declared, "Eureka! That's it! Why don't we make it official?"

The group of four stared at Stan who told the group, "If we're working together more as a team, why don't we come up with a name?"

"Of course! All the major DC and Image comic teams have a cool name! What should we be called?" Ben eagerly rambled on now excited.

"What about team Tennyson?" Gwen suggested now having closed her spellbook.

"That wouldn't work out since were not all Tennysons," Max told Gwen trying to come up with a name for the team.

 ** _"What about the Forever fighters?"_** Nibbler asked the group before Ben said, "Sounds to narmy. The title has to be good and important."

"Well, here's a rather simple one. Since we help out and protect people, what about the Protectors?" Stan suggested with curiosity.

Silence gripped the RV before Max smiled and told Stan, "That sounds like a rather good and simple title. I like it."

Agreeing with Max, Ben then shouted out, "Alright! That sounds like an awesome name!" With Nibbler nodding his head in agreement.

"Same here. That team name sounds okay, so wouldn't my code name be Lucky Girl?" Gwen cockily remarked to the group.

"Yeah, sounds cool!" Stan perked up before he said, "So my code name would be Stan 10 and Max's would be... Uh..."

"I don't think I'd need one." A chuckling Max joked back before he said, "But Ben needs a suitable code name."

"It's a superhero name, not a code name." Ben snarkily told the group before he said, "I'm thinking that since my identity is secret like an agent and I have someone else with me, how about Agent Nibbler?"

 _ **"Hmm... I mean there could be a dozen other superhero names but that sounds alright and makes sense for someone like us."**_ Nibbler honestly admitted.

Smiling, Stan then placed his right hand in the middle of the table and asked everyone, "So, shall we make it official then? The Protectors? A secret group formed to protect and defend others from villainous individuals who want to cause havoc?"

Everyone else then nodded together and placed thier hands in the middle of the table before Max told the group, "On this date, we shall form a team that will help and guide each other as friends and family. To the Protectors!"

"To the Protectors!" The group happily called out now united as a superhero team for the first time.

The Rust Bucket then reached the outskirts of Salem as Max moved back to the driving seat with the RV heading to the next destination on the road trip.

At the same time back in the Salem Juvenile Detention Centre...

A knocked out Charmcaster who had a black eye was slumped over in a corner before she heard footsteps walking over to her.

Feeling groggy, Charmcaster looked up and spotted Pinky and Missy cracking their knuckles near her.

"What? Who are you?!" Charmcaster demanded the two angrily.

"Trying to play dumb with us?" Missy questioned Charmcaster before Pinky said, "Welcome back Princess..."

A dozen other female inmates then appeared behind Missy and Pinky as Charmcaster realized one thing.

Gwen was responsible for all these female inmates angry at her.

That moment then sealed Gwen and Charmcaster being rivals for the long-term future.

 _"I swear, I will get my revenge upon you, Gwen Tennyson!"_ Charmcaster angrily thought to prepare herself for the beatdown she was about to endure.

 **Author's note: And another chapter of Stan 10 has been complete!**

 **It feels good now that the main trio have their powers and the team has been formed at last!**

 **So going on, things will continue to be exciting and interesting with this chapter also having Spitter make his debut.**

 **Spitter was an alien that a lot of people wanted and he's finally here having shown up twice!**

 **So yeah, up next would be 'Merry Christmas' by the looks of things!**

 **Hope you enjoyed reading this chapter and I'll see you all next time.**


	31. Chapter 31: Merry Christmas

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network,** **Stan Hopkins and Nibbler are custom characters** **made by me. All rights reserved for all owners and companies.**

 **Author's note:** **Hey everyone, welcome to this chapter of Stan 10!  
**

 **I'd say more, but I feel like we should get right into the chapter and enjoy reading it.**

 **As always,** **Remeber to Read, Review and Favourite.**

 **So here we go for the next chapter!**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: The group had arrived in the historic town of Salem up north.

Whilst there, the group re-encountered another old foe, Charmcaster who planned to use swap bodies with Stan by using magic.

However, Charmcaster and Gwen accidently swapped bodies which lead to the group trying to fix the mess Charmcaster had done.

After a skirmish in which Stan and Ben ended up swapping bodies, things returned to normal with Charmcaster arrested.

In the process, Gwen also began using magical spells which prompted Max to tell Ben and Gwen about thier alien heritage.

Having a smart idea, Stan then suggested the formation of a new group called 'The Protectors' which the team would become.

With the new team now formed, the group will head onto their next adventure where the Christmas holidays will come crashing down sooner than expected...

Chapter 31: 'Merry Christmas.'

It was a hot and roasting sunny day in the middle of the Death Valley located in the state of Nevada.

As the sun blared down on the desert landscape, a large vulture squawked loudly before it flew off having perched upon a catci plant.

The Vulture then flew over a barren and cragged road where a decaying buffalo skull was located on the side of the road along with a few other dried up bones that had been buried by the sand.

In the far horizon, the Rust Bucket slowly appeared as the only man-made object that could be found for miles around.

Inside the RV, a sweaty Max was driving the Rust Bucket with a metal fan buzzing nearby providing some cool air for Max before he muttered, "Sure is roasting today. Must be the hottest day of the vacation so far."

At the back of the RV where the air conditioner vent was spewing out air, Gwen and Ben were lying on Stan's bed whilst Stan was kneeled nearby throwing items out of his Star Wars backpack.

"Need water... Need water..." Stan frantically muttered as he hurled a Constantine graphic novel out of the bag along with one of Albert Einstein's books, The Meaning of Relativity.

"Urgh... We are in the middle of the middle of nowhere!" Gwen remarked in anger and disgust noticing a sign on a rocky outcrop saying, 'Next stop, 100 miles.'

Looking around, Gwen also noticed that temperature inside the RV was 108-degree celsius as well before Ben groaned and complained out, "Grandpa, can't you crank up the A.C.?"

"I'm afraid, it's at maximum right now, Ben." Max bluntly told his grandson moving his sweaty hand across his head before stating, "We'll stop at the next gas station and get some more drinks."

"WE'LL BE GRILLED CHEESE BY THEN!" Both Ben and Gwen complained at the same time desperate for something to drink.

Slurp...

"Ah... Much better." Stan happily muttered drinking a large bottle of water he had gotten back in Salem.

Feeling sweaty and warm, Ben and Gwen couldn't take it anymore before greed caused them both to act irrationally with their powers.

Ben quickly aimed out his left hand and fired out a small green tendril towards the large water bottle and snagged it out of Stan's hands.

SLITHER! SPLAT! GRAB!

Stan's blue eyes widened in crazed shock before he yelled at Ben, "That's not fair Ben!"

Ben ignored Stan and quickly opened his mouth before Nibbler shouted out, _**"We are thirsty! We deserve some water!"**_

As Ben began drinking some of the water, Gwen scowled and quickly got an idea.

Taking out her spellbook from her back pocket via hyperspace inventory, Gwen flicked through the pages before she held out her left hand and muttered, "Eradiko!"

BZZZT! WHOOSH! GRAB!

A singular pink mana beam then appeared from Gwen's left hand which latched onto the large water bottle and dragged it towards Gwen.

"Hey, that's my water, dweeb!" Ben angrily raged at Gwen who quickly drank some of the water from the large bottle.

Holding the large bottle, Gwen grinned and cockily declared, "You're not the only one with powers now doofus!"

Stan then intervened and grabbed hold of the large bottle with an angry look on his face before he shouted out, "This stinking bottle is mine!"

Gwen quickly pulled back on the bottle with a determined look snarkily remarking, "No, it's mine!"

Ben then joined in on the tug of war with a crazed look on his face before he told the other two, "No it's for me and Nibbler!"

As the kids continued tugging on the bottle, Max sighed and shouted to the kids, "Stop arguing over the bottle of water! It's not that important!"

The three thirsty and sweaty kids ignored Max's warning right until the bottle exploded from the pressure and soaked the kids.

POP! SPLASH! SPLOSH!

With the water bottle now broken, a fed-up Gwen then remarked to the boys, "Nice work you idiots! Now we don't have any way to cool off!"

"So?! At least you don't have to worry about two for one!" Ben shouted back at her with Nibbler saying, _**"That's right!"**_

Removing some water off his brown glasses, Stan then sighed and told everyone, "Okay, that does it! I'm going, Grey Matter to fix the air conditioning unit so we can all cool off!"

Looking down at his right arm at the green Omnitrix, Stan calmly pressed the green button.

Beep...

The green core then rose upwards showcasing the silhouette of Spitter who Stan had unlocked recently.

Scrolling through the silhouettes, Stan eventually spotted Grey Matter's silhouette before he carefully tapped down the exposed core and transformed in a flash of green light.

BEEP! FLASH!

The Omnitrix core shrank into Stan as his skin began turning bright grey as his hands and feet morphed forming smaller webbed frog-like hands and feet.

The Omnitrix symbol then appeared on his back with Stan's clothing morphing into a jumpsuit that was white whilst a thin vertical brown stripe was going down the jumpsuit along with being brown on the feet and hands area.

Finally, Stan's hair vanished as a black stripe went over in between his green eyes as he shrank down to four inches tall as the green light flashed away.

FLASH!

Now used again, Grey Matter blinked his green frog-like eyes whilst the Omnitrix beeped out, "Galvan DNA sample activated."

Grey Matter then leapt upwards and climbed onto the roof of the Rust Bucket upside down.

THWIP! WHOOSH! THUNK!

"Don't worry, I'll have this air conditioner unit fixed shortly. And soon we'll all be chilled off and happy." Grey Matter remarked before he muttered, "Did I just make a joke as Grey Matter for the first time? Huh."

"Get going already!" A sweaty Ben and Gwen shouted at the same time towards the Galvan.

Understanding what he had to do, Grey Matter then climbed into the air conditioning unit and observed the mechanics inside before scientifically rambling, "Okay... Recalibrate the Freon evaporation cycle, expand the expansion valves and realign these condenser cords."

As Grey Matter worked, the sounds of banging and tweaking of the pipes were heard just before Nibbler asked Grey Matter, _**"Are you sure you know how to work with that technology Galvan?"**_

Said Galvan peeked his head out of the air conditioning unit and told Nibbler, "Don't worry. I'm one hundred percent certain it'll work."

Grey Matter then tweaked one more screw inside the air conditioning unit right before it hissed and gave off thick brown smoke.

WHOOSH! BLAST!

"Uh, oh!" Grey Matter shouted out before he coughed and fell out of the air vent right onto Gwen's pixie style red hair.

As smoke covered the interior of the RV, everyone began coughing as Max drove the large vehicle onto the desert sand.

SCREECH! Rumble...

Dust was sent flying from the back of the RV before the side door was flung open and everyone ran out coughing.

Whumf!

"Everyone out now!" Max ordered the group before Ben, and Gwen ran out coughing before Max joined the kids and the aliens as well.

"Well so much for cooling off." Ben snarkily joked to Grey Matter who nervously replied, "Sorry everyone... I should have been more careful with the expansion valves."

Looking back at the RV, and how damaged the air conditioning unit was, Max, remarked, "I'm afraid we'll be stuck in the middle of Death Valley for a while."

As Ben and Nibbler sighed in annoyance, Gwen looked around and noticed a Human structural landmark in the middle of the desert.

"Huh?!" Gwen murmured in confusion before the half-Anodite squinted her green eyes and noticed that landmark was some kind of wooden hut before muttering, "Is that a wooden shack or something?"

"I don't know Gwen. I thought that Death Valley was devoid of life like Mars." Grey Matter accurately guessed in confusion.

"You can still find wooden shacks or farms out here. Like the settlement of Furnace Creek." Max explained to the group.

Grinning, Ben then tugged on Max's shirt and asked him, "Grandpa! Can we check it out? Please..."

"Sure! Don't sweat it." Max casually replied before the kids smiled happily.

"Now wait a moment, I'm just going to change back." Grey Matter called out to the group before he asked Gwen, "Could you please remove me from your head, Gwen?"

Nodding, Gwen gently place Grey Matter onto the desert ground before he called out loudly, "Stan!"

A bright flash of green light covered the Galvan before he grew in size and reverted to Stan who quickly shook his head once he changed back to normal.

FLASH!

"Base DNA sample selected. Recharge Mode activated." The Omnitrix beeped out via voice command before it activated the red recharging mode to save Omni-energy.

Once he shook his head, Stan then pulled on his shirt collar sweating before he muttered, "Okay, let's head out to the wooden shack."

 _ **"Maybe the person who is there can assist us."**_ Nibbler lastly suggested to the group.

Leading the walk, Max then guided the kids north towards the wooden shack.

Ten minutes later near the building...

The group finally arrived near the wooden shack where they noticed something off about the building.

A pair of giant wooden toy soldiers were present near the shack which had a curtain covering the entrance.

"Giant toy soldiers? In Death Valley?" Gwen curiously questioned the group.

"Definitely creepy." Ben pointed out his opinion with Stan saying, "And bizarre."

Placing his hand on his chin, Max stated, "Hmm... There must have been one of those holiday theme parks here. They probably packed up and left and forgot this thing."

Stan was about to say something when a blast of cold air blew out from the curtains with snowflakes present.

Feeling the blast of cold air, everyone sighed happily as the temperature went from roasting to temperate.

"Did you feel that cold air?" Stan curiously muttered before he rambled on, "Strange... How can temperature in a climate change so drastically from one area to the next?"

"Who cares?! We've got cold air!" Ben eagerly remarked before he pulled open the door and ran inside the building with Nibbler declaring, _**"So nice and cool..."**_

Creak...

"Hold up! I'm coming too!" Gwen shouted out before she sprinted inside the building as well.

"Oh come on! We really shouldn't be going headfirst into situations like this!" Stan warned the group before he chased after Ben and Gwen.

Having no choice, Max then walked inside the building just before the wooden door closed in on itself.

Creak... THUD!

Now in pitch-blackness, Max walked forward and called out, "Kids? You in here?"

A bright white light the flashed out from the darkness causing him to gasp in shock.

Walking to the light, Max was briefly blinded before he felt his shoes not walking on desert sand.

But frozen and cold snow leaving footprints in his wake.

Breathing out cold air, Max then spotted the shadows of the three kids before where they were was revealed.

The sky was a bright blue and clear sunny day with thick clouds covering the area as droplets of snow rained down onto the ground.

Surrounding the group was a series of pine trees that were covered in thick snow whilst further down a snowy hill was a large and sprawling town that had various Christmas decorations present with a large tower in the centre of the settlement.

The group remained speechless as Stan used his hands to wipe the condensation off his brown glasses before he smiled and muttered in shock, "Oh my god... But how did... we even get here?!"

"What is all this?!" Max then happily asked the group still wondering how they had arrived here.

"Somehow when we left Death Valley behind, we ended up in this snowy place which could either be the North pole based off all the Christmas decorations were seeing," Gwen spoke having analyzed the area.

 _ **"Christmas? What is this Christmas?"**_ Nibbler blurted out to the group before asking, **_"Is it something we can eat? Our kind never saw anything like this back on Klyntar."_**

"No, Nibbler. What we're seeing is Snow! Also, Christmas is a holiday on Earth where we spend time with friends and family and get presents!" Ben then told Nibbler in excitement.

"Christmas has a lot of different meanings from various cultures. Take the idea of the Nativity play which details how Jesus, the son of God was born." Stan pointed out remembering a childhood memory of when he was younger.

"Of course! There are many Christmas stories to learn and talk about that have a different meaning." Gwen then also pointed out smiling brightly.

As the group looked around in awe, a Nutcracker statue that was behind them slowly moved it's left eye and aimed directly towards Max.

At the same time inside the giant tower of the village...

Within the tower of the village, an elderly man was watching Max and the kids.

He had a thick white beard and matching eyebrows along with curious grey eyes and had light pale skin.

However, for some odd reason, he had a pair of pointy elven ears and was wearing a red and white hat which had Christmas bells on the sides along with a matching Christmas elf outfit that was green and red.

"Could it be? Have they finally arrived?" The elderly man or elf who was known as Mr Jingles spoke in an excited and eager voice.

Meanwhile back with the group on the outskirts of the Christmas town...

Feeling the snow land on her head, Gwen held out her hand and muttered, "Snow?"

"Not just snow. It's frozen water particles." Stan smartly stated looking upwards at the frozen white balls of water fluttering down onto the ground.

WHOOSH! SPLAT!

A snowball then splattered the back of Gwen's head before she turned around and spotted Ben clutching a snowball in his right hand.

"Which means one thing. Snowballs!" Ben shouted out before he began hurling some snowballs at Gwen and Stan.

Immediately, Stan dived down to the ground and grabbed some snowballs before he shouted out, "Free for all!"

Stan then began hurling snowballs at Ben and Gwen who began throwing snowballs at each other.

WHOOSH! SPLAT! WHOOSH! SPLAT! WHOOSH! SPLAT!

The kids then ran down the hill together before they landed in the snow on their backs and began making snow angels.

"Snow angels!" Gwen excitedly remarked with Stan declaring, "Snow is so much fun!" before Ben stated, "Aha! Now, this is what I call chilling out!"

As Ben moved his arms, down on his back, Nibbler formed on Ben's back and felt the snowy ground below him using his green blob like skin.

Splat... Slither...

 _ **"So this is what snow is like? Feels fluffy and** **soft."**_ Nibbler muttered feeling the cold ground.

Looking around at all the snow, Max then mused, "I wonder where they keep the snowmaking machines?"

WHOOSH! SPLAT!

Feeling a snowball hit his back, Max heard the kids laughing together with cold breath's appearing out their mouth.

Grinning, Max then cryptically said to the kids, "I'm warning you, kids..."

The three kids then gasped together before Max smiled and finished with, "You're messing with an old pro."

Max then hurled some snowballs towards the kids who were pelted back.

WHOOSH! SPLAT!

Grinning happily, the group then hurled snowballs at each other for a while longer until everyone calmed down and had enough.

A few mins later in the Christmas town...

It had now stopped snowing as the cold wind howled outside in the air as the group walked down a street within the town.

 _"Ahhh... Seeing the snow is so nice. It's such a wonderful weather type."_ Stan happily thought to enjoy the cold weather instead of being sticky and warm.

"Got to admit, they're using some fancy special effects to keep us from seeing the village outside," Gwen said interrupting Stan's thinking process.

Quickly shaking his head, Stan then heard Ben say, "The whole town must be air-conditioned."

 _ **"If that's the case, then where are the Terrans who should be here?"**_ Nibbler curiously questioned the group.

After Nibbler said that, a bunch of small children who had pointy ears, bright green eyes with no pupils in them and wore red festive clothing and matching hats then ran across the road in front of the group.

Stunned, Ben and Gwen ran forward before Gwen stated, "Are those..."

"Elves? Yeah, I think so." Ben muttered in shock.

Dismissing the idea of fantasy being real, Stan rolled his blue eyes and reasoned, "Oh come on. Elves aren't real. They're probably just hired actors for the park."

Nibbler then controlled Ben's nose and sniffed the air briefly before Nibbler said, **_"Well, they certainly smell different then Terrans. It's something magical almost."_**

"Hmm... I wonder where they keep their Reindeer around here?" Max said wondering the Reindeer were.

Looking behind his back, Stan then spotted a male Reindeer with a sleigh attached to it's back where Elves were loading presents onto the sleigh.

Observing the area closer, Stan noticed that the Elves were loading presents from a nearby tree where some Elves were also using structures to decorate a massive Christmas tree.

"Okay, Maybe there aren't actors involved," Stan muttered scratching the back of his neat black hair watching the Elves continue their manual tasks.

Another group of Elves pushed a sleigh which had more presents on as it landed at the bottom of a snowy hill whilst nearby a pair of doors creaked open before a group of eight to twelve wooden toy soldiers.

The wooden toy soldiers then took out their trumpets and blew on them loudly causing the group to stare on in awe.

"You know being here makes me realize that the five of us have never spent a Christmas altogether," Max told the group placing his hands on the kid's shoulders.

"Huh... You're right, Grandpa." Ben realized before he smiled at Max with Nibbler thinking about Christmas as well and what it could mean for him.

"Our families do get pretty busy that time of year. I mean with all the holiday parties, having to shop till you drop, vacations you know?" Gwen pointed out.

"True, I can kinda understand that since my Mom cares about me a lot... *Sigh* I really should call her when we get back to the RV," Stan muttered to the group.

"Yeah, well maybe that'll change one of these years, so we can all spend a nice relaxing holiday together." Max enthusiastically suggested to the kids.

"Well Uncle Max, that sounds rather nice. But I'm off to build a snowman, so ciao!" Stan happily informed Max.

"Oh yeah, well we're going to go hit the bobsled rink." Ben told Max with Nibbler saying, _**"And then go devour some of the biscuits here."**_

"Ice skating for me." Gwen then said to Max before the kids ran off laughing happily in joy and excitement.

Now on his own, Max chuckled and muttered, "Heh... Heh... Heh... Well, so much for that ever happening."

And so as the day went on the kids played to their heart's content.

In a clearing next to the snowy hill, Stan was putting the finishing touches on his snowman where he added an Elf hat along on the top of the snowman.

Smiling at his work, Stan noted that his Snowman had all the features of a regular snowman including a carrot nose, coal eyes and a smile he had carved with his finger along with rocks for the buttons and an Elf hat he had found lying around on the ground.

"Ah... Nothing like a making personal snowman who i've dubbed Mr Freeze!" Stan happily quoted referencing the tragic Batman villain of the same name.

It wasn't long before various Elves had begun to gather around the snowman and Stan who merely shrugged back and walked off looking for something else to do.

Upon the nearby hill, Ben had finished placing down his bobsleigh before he asked Nibbler, "Are we ready to go?"

Nibbler then took control of Ben's back with green tendrils grabbing the back of the bobsleigh before the Symbiote told him, _**"Yes, we are! Let's do this!"**_

Splat... Slither...

Laughing loudly, Ben then called out, "Three... Two... One... GO!"

Using the tendrils, Nibbler then helped to launch the bobsleigh down the hill before Ben sleighed down narrowly missing some Elves walking across the pavement.

Landing at the bottom of the snowy hill, Ben then flew off the bobsleigh and landed in a pile of snow.

WHOOSH! SPLAT!

Ben then emerged from the snow laughing loudly with Nibbler's voice also being present within the laughter.

And around the corner, Gwen was skating across the frozen river with a pair of ice skates.

Enjoying the sensation of ice skating, Gwen performed some tricks enjoying the experience.

Meanwhile back with Max in a nearby shop...

Currently, Max was inside a warm shop that said 'Toys and Cocca' on the window and the wooden sign nearby.

Wiping some of the condensation frosts off the glass window, Max peeked outside and surprisingly noticed Ben walking over to the shop door and opened it.

Creak...

"Ben? I thought you'd be outside sport." Max jokingly remarked to his grandson who closed the door shut.

Shrugging back, Ben explained to Max, "I'd spend more time outside, but since I'm carrying two for one..."

Splat... Slither...

Nibbler's childlike face emerged from Ben's left arm before he told Max, _**"We wanted to do something different for once. Plus we are thirsty."**_

"If you're thirsty, then why don't the pair of you try out some hot chocolate from this vending machine?" Max questioned the two.

Ben and Nibbler nodded towards Max who smiled, grabbed two cups and began pouring some hot chocolate into the cups.

On a shelf nearby, however, one of the toy dolls twisted it's head and stared at Max and Ben.

At the same time inside the giant tower of the village...

Mr Jingles was viewing Max and Ben through the glass orb before he remarked about Max, "The laugh is not quite right and it appears he has decided to shave. But it looks like it will be a perfectly perfect fit."

Mr Jingles then observed Ben who was drinking the hot chocolate before he muttered about Ben, "As for the boy, he seems to off perfect size and shape as well. Now to bring them both to me."

As Max and Ben walked out of the shop carrying hot chocolate drinks, they both heard some Elves tell them, "You must come with us."

Looking down, Max and Ben spotted six Elves around them.

"Oh, I'm sorry, I didn't see anyone around. Who can I pay for the cocoa?" Max questioned the Elves who walked around Ben and Max.

"I have a feeling that we're about to find out, Grandpa." Ben carefully muttered back drinking his hot chocolate drink.

 _ **"Ahh... Tasty..."**_ Nibbler happily thought to enjoy the sweet delicious taste of the drink not bothered by what was going on.

As Ben and Max were herded off like sheep, another Elf who looked sad and depressed watched on at Max and Ben.

"Oh dear... Mr Jingles has finally found his Santa and his special little helper." The Elf who was known as Elsgood cryptically spoke revealing what Mr Jingles wanted with the pair of them.

Thirty minutes later inside the tower...

Max and Ben were lead into the tower where they walked inside a large open oak chamber with the Elves following them from behind.

"I'm Mr Jingles." Mr Jingles then introduced himself from a wooden balcony.

Turning around, Ben and Max saw Mr Jingles on the balcony who told the two, "I want to welcome you both to Holiday Village. I'm so happy we finally have a chance to meet."

Looking around the building Max then told Mr Jingles, "Nice place you have here." With Ben remarking, "This Holiday Village seems cool in our opinion."

"Thank you so much. I've been so worried it wouldn't meet with both of you approving together." Mr Jingles creepily thanked Max and Ben.

"Our approval?" Both Ben and Max questioned Mr Jingles who smiled and nodded back.

"Why of course, Mr Claus... And his number one helper." Mr Jingles explained before he asked Max, "Is it okay if I call you Santa?"

Ben and Max briefly remained silent before they busted out laughing together struggling to believe what Mr Jingles was proposing to them.

"Are you seriously saying that my Grandpa is Santa and I'm his number one helper?! That's stupid you old coot." Ben snarkily taunted Mr Jingles before Nibbler appeared from Ben's body.

Splat... Slither...

 _ **"You are very foolish to suggest such nonsense. We aren't** **bothered."**_ Nibbler sarcastically joked to Mr Jingles before he went back inside Ben's body.

No longer laughing, Max and Ben calmed down before Max fully explained to Mr Jingles, "Sorry about that. My grandson is only implying that you have confused us with other people. Say, you wouldn't know anyone around here who can fix an air conditioning unit? My group really need to get back on the road."

Mr Jingles rose up against his hands and bluntly stated, "Oh my gosh, good heavens no! You both can't go anywhere, and the pair of you both belong here. I created Holiday Village just for you two."

Immediately, Max and Ben took defensive stances before Ben shouted out, "That's not happening! We're leaving this place!"

Mr Jingles then rang the bells on his shoes summoning some Elves to get to work.

Jingle! Jingle!

Some Elves with creepy gaping smiles then surrounded Max with a red cloth whilst some wooden toy soldiers emerged and grabbed hold of Ben separating the two.

"Get your hands off my grandson right now!" Max angrily shouted out whilst Nibbler tried to overtake Ben's body, but for some unknown reason, the Symbiote couldn't.

As the Elves finished tying the cloth around Max, the red cloth popped in a flash of bright light with jingle bells heard right before Max emerged wearing a replica of a Father Christmas holiday outfit.

Jingle! Jingle! Whumf! Pop! Flash!

Ben could hardly believe his eyes on what had happened to Max before he called out, "Grandpa!? Why are you wearing a Santa outfit?!"

"I don't know why Ben, but Mr Jingles wants me to become Santa!" Max figured out what Mr Jingles wanted.

Infuriated, Ben continued struggling to break free from the toy soldiers that trapped him, whilst Mr Jingles muttered, "Much better. Now for the important little helper."

Once again, Mr Jingles ran the bells on his shoes before some Elves moved towards Ben with a cloth as well.

The next thing Ben knew was that the Elves tied the cloth around him before he to was engulfed in a flash of bright light with jingle bells being heard.

Jingle! Jingle! Whumf! Pop! Flash!

Shocked, Max then spotted that Ben was wearing an outfit similar to what the Elves donned along with some major changes...

Ben now had green beady eyes along with pointy ears and rosy cheeks.

Ben then felt his pointed ears and loudly shouted out, "OH CRAP! WHY AM I A FREAKING ELF?!"

With both, Ben and Max now changed to his will, Mr Jingles rhymed out, "Excellent with both Santa and the little helper, Holiday Village will now be a perfect paradise."

Smiling, Mr Jingles then pushed down a green button on his control panel located upon the wooden balcony.

Flick!

A green wooden chair then went behind Max before he was dragged to it whilst the wooden toy soldiers moved away from Ben who was now an identical Elf among the ranks of the others with the notable difference being his brown hair was still present.

Max then attempted to break free from the chair but a magical force restricted him whilst Ben merely watched on in horror unable to do anything in this situation.

Meanwhile back with Stan and Gwen in Holiday Village...

Having walked off the ice rink, Gwen had spotted a giant Gingerbread man sculpture and chewed on some of it.

Crunch!

"Hmmm..." Gwen muttered before she spotted Stan on the other side of the Gingerbread man sculpture eating some as well.

Crunch! Chomp!

Staring at Stan, Gwen couldn't help but notice Ben wasn't there before she asked Stan, "You wouldn't happen to know where my cousin is would you?"

Stan faced Gwen with his mouth full of Gingerbread crumbs before he told Gwen, "No, Gwen, I haven't seen Ben since we split up. Speaking of which, have you seen Uncle Max anywhere?"

"Well, Grandpa is not used to being with us on Christmas. So, the only thing I speculate is that Ben and Grandpa are having fun together." Gwen pointed out to Stan.

"You know, Gwen, I don't think we've had an opportunity to hang out together on our own before..." Stan muttered to Gwen before he smirked and asked her, "Want to hang out and have fun?"

At the same back in Mr Jingles wooden tower...

"Come on... Come on!" Max frantically pleaded to try to break free whilst some wooden toy soldiers had grabbed hold of Ben preventing him from transforming into Nibbler.

"Psst... Nibbler, what should we do?" Ben whispered under his breath before Nibbler mumbled back to him, **_"Since Max is trapped, we should play along for now and not get him injured anymore until the other's find us."_**

Ben agreed with that plan whilst Mr Jingles walked towards Max holding a wooden remote control joystick as he titled the control forcing Max to move around on the chair which was painful for him due to his body moving without his brain cooperating.

"I'm so sorry about the joystick controller. But I thought you'd have other chores to attend to. And I need to make sure you fulfil your responsibility to me first." Mr Jingles apologised before remarking, "Now may I present your workshop, Santa and his little helper."

"I am not Santa, you foolish old imbecile!" Max shouted out to Mr Jingles in anger whilst the wooden toy soldiers moved forward with Ben trapped.

As Mr Jingles walked onto another balcony overlooking a large underground workshop where Elves were handling toys on conveyor belts, Mr Jingles stretched out his arms and called out to his Elves, "Attention, my Elves! I have the most wonderful surprise!"

The various Elves stopped working and glanced upwards where Mr Jingles used his joystick to move the wooden toy soldiers and the wooden chair forward before he controlled Max's arms to wave upwards.

"HOORAY! ALRIGHT! IT'S SANTA!" The various worker Elves called out loudly cheering in happiness and joy.

Mr Jingles then faced Max and Ben who were both attempting to escape before he told the two, "As soon as my toys are perfect, the two of you will have gifts galore to deliver."

"Screw you! Me and my Grandpa aren't working on delivering presents! We want out of here!" Ben bluntly remarked to Mr Jingles in rage.

Mr Jinges used his joystick to control Max and the wooden toy soldiers in response, subduing Max and Ben.

"Now... Now... Santa, you need to sit and relax, whilst my newest Elf will assist my other Elves in getting all the presents ready. Then the pair of you will go on the sleigh and deliver presents worldwide." Mr Jingles instructed them both before he stated, "Oh and I almost forgot, Thank you so much for bringing those other lovely children with you. I can always use more Elves."

Max and Ben glared at Mr Jingles in response knowing full well that Stan and Gwen would probably arrive to rescue them and end Mr Jingles plan.

Speaking of which back with Gwen and Stan in Holiday Village...

Having had enough of the Gingerbread man tree, the two kids were currently exploring Holiday town and getting to know each other more on a personal level.

"So you won the Bellwood Elementary Spelling Bee when you were eight years old? That's cool!" Gwen said to Stan in curiosity walking on his left side.

"Well, it was a rather big achievement for me at the time when I was younger. My mom, Uncle Max along with Uncle Carl and Aunt Sandra was all so proud of me." Stan happily remarked back walking on Gwen's right side before he joked, "Not Ben though since he wasn't bothered about it."

"Ben's always been that type of person who didn't care much for school," Gwen remarked before she noticed that Stan had stopped walking and was looking upwards into the sky.

Moving over, Gwen was about to say something when Stan blurted out, "Huh? Oh, I was just thinking about home truth be told."

"You miss Bellwood?" Gwen asked Stan who nodded back and explained, "Yeah, I've been enjoying the summer vacation, but I just can't wait for the day to come when I finally get to back home and see my mom again."

"I understand how you feel, I miss my parents too, but that doesn't mean you shouldn't forget about how incredible this summer vacation has been with the things we've been through," Gwen reminded Stan moving closer to him.

Stan couldn't help but smile back gently with his cheeks blushing red slightly before he muttered to Gwen accidently saying, "Well, I mean as long we can still remember the good memories we've had and not the bad ones like being here right now with someone as incredible as you."

Immediately after Stan said that Gwen's cheeks blushed red as well before she nervously mumbled to Stan, "You think I'm incredible? Uh... I guess you're pretty wonderful."

Stan could hardly believe what Gwen said before his face turned bright red in shock and embarrassment before he stuttered out to Gwen, "Really? Oh... Why... Thank... You..."

By now Gwen's face had also turned bright red with the two slowly moving closer together as their hearts thudded wildly.

 _"What's happening to me?! Why am I like this around Stan? I can't be falling in love with him? Right?!"_ Gwen nervously thought to deny what could be wanting to remain friends with Stan.

 _"What's wrong with my emotions?! My Joy is all over the place and I can hardly stand still! Oh, good grief..."_ Stan thought to struggle to control his emotions as well.

Looking around, Stan then spotted a large Christmas tree and some presents which immediately caused him to regain control of his emotions.

"Gwen, look a Christmas tree! And I see a load of presents!" Stan joyfully declared with the red tint around his face vanishing.

Laughing happily in excitement, Stan sprinted towards the Christmas tree as Gwen shook her head with the red tint around her face also vanishing before she muttered, "I have to talk to Grandpa about my feelings for Stan."

As Gwen walked to the Christmas tree, she noticed that Stan was looking around some presents eagerly before she smiled and joined him shaking another present.

"I wonder what's inside these?" Stan curiously questioned Gwen who remarked back, "Could be anything truth be told... Look over there!"

Concerned, Stan looked around and spotted some of the wooden toy soldiers carrying steel swords stomping towards the two.

Dropping the present on the ground, Stan frowned and jokingly stated, "I don't think they want to sing Christmas carols for us."

Facing Gwen, Stan asked her, "Do you have your spellbook?"

Gwen quickly took out her spellbook from her back pocket and nodded to Stan getting ready to cast a spell whilst Stan prepared to activate the Omnitrix.

"Guess it's just us against the nutcrackers then." Gwen confidently muttered whilst Stan stated, "Good thing, we can focus on teamwork whilst we burn these nutcrackers down with fire."

However, a series of Christmas ornaments then began battering the toy soldiers.

WHOOSH! SMASH! WHOOSH! SMASH!

Looking upwards, Gwen and Stan spotted Elsgood hurling some ornaments towards the toy soldiers where Elsgood yelled at them, "It's Jingles guards! You must skedaddle!"

"I'm sorry, but what does sk-da-ddle mean?!" Stan rambled out scratching the back of his head in confusion.

"It must mean, run!" Gwen shouted out right before the toy soldier hurled it's a sword at Stan right before he smirked and called out, "Four Arms!"

FLASH!

Emerging from the flash of green light, Four Arms grabbed hold of the sword right with the tips of his fists whilst the Omnitrix beeped out, "Tetramand DNA Sample activated."

Elsgood was shocked by what had happened, but not Gwen who merely smirked confidently.

"I ain't running anywhere!" Four Arms bluntly declared before he grabbed hold of the sword and rammed it into the eye of the wooden toy soldier.

SLICE! CRACK!

The wooden toy soldier stumbled back with oil and sparks leaking out of its eye before it tumbled onto the snowy ground dead.

Four Arms then grinned and charged in roaring, "RARGHH!" And began fighting the wooden toy soldiers with his fists.

SMASH! BLAM! CRASH! WHAM! SMACK!

As Four Arms continued attacking the wooden toy soldiers, more of them appeared as Gwen quickly flicked through the pages of her spellbook and found a good spell to utilize.

Holding out both of her arms, Gwen then called out, "Adfishio Potentia!"

BZZZT! WHOOSH! GRAB! ZAP! SPARK!

A series of mana beams then formed from both of Gwen's hands before she directed them onto the wooden toy soldiers which were then entangled by the mana beams.

Confused, Four Arms turned around and noticed that once again, Gwen's green eyes had turned into pale white purple whilst casting the spell.

Grunting loudly, Gwen then manipulated the mana beams to smash the wooden toy soldiers together before they ended up as scrap metal on the pile of presents.

SMASH! CRASH! WHAM! BZZZT! WHOOSH! SLAM!

As Elsgood watched on from the roof, he smirked and loudly muttered, "Maybe these two can finally end the curse of Holiday Village for good!"

"Nice work Gwen! Let's go!" Four Arms shouted out before he yelled, "Heatblast!"

FLASH!

Appearing from the flash of green light, Gwen and Heatblast retreated whilst the two fired mana balls and fireballs to get rid of the wooden toy soldiers.

WHOOSH! BLAST! BZZZT! WHOOSH! BOOM!

In response to the Pyronite and half-Anodite fleeing, one of the remaining toy soldiers opened its mechanical top hat which extended upwards.

Creak... Groan... Whirrr...

A small nutcracker with a cannon appeared from the top and began firing candy canes at the two.

WHOOSH! PING! SMACK! CRASH!

"Watch out for the candy canes!" Gwen called out to Heatblast who called out to her, "There's some cover over here!"

Gwen and Heatblast then slid across the snowy ground before they crouched down out of sight from the wooden toy soldiers that stomped past the abandoned sleigh they were hiding behind.

"Okay... Okay... I'm not surprised that Ninja Nutcrackers are after us." Heatblast remarked doing his best to keep his heat condition under control in the snow.

"And isn't it a coincidence that Grandpa, Ben and Nibbler are now missing? Seems like the creepy Elves got to them."

"Don't worry, we just need to keep a level head and figure out where they are. Then we can all get out of this place." Heatblast remarked before he asked Gwen, "Want me to change to XLR8 or Stinkfly?"

"XLR8 because he's quicker and doesn't smell like crap half the time." Gwen snarkily joked to Heatblast who rolled his magma eyes and called out, "XLR8!"

FLASH!

After transforming into XLR8 from the flash of green light with the Omnitrix beeping out, "Kineceleran DNA Sample activated.", the Kineceleran leaned down and grabbed hold of Gwen just as the abandoned sleigh was thrown upside down.

WHOOSH! CRASH!

Looking up, XLR8 and Gwen noticed a wooden toy soldier about to slice them causing XLR8's mask to flick down before he ran off dodging the wooden toy soldiers.

WHOOSH! ZIP!

As XLR8 zipped through the streets of Holiday Village with Gwen clinging onto his back, the wooden toy soldiers continued hurling candy canes at the two.

WHOOSH! PING! SMACK! CRASH!

XLR8 accidently grabbed hold of one of the candy canes with his mouth before he chewed on it and hungrily remarked, "Mmm... Peppermint..."

XLR8 then landed on the ice skating rink causing the Kineceleran to slide all over the place with his running wheels not working correctly.

WHOOSH! ZIP! SKID!

"WOAH!" Gwen shouted out clutching onto XLR8's back whilst he shouted out, "I never accelerated on ice before! Things may get bumpy!"

"Really?! Gee, you could have fooled me!" Gwen snarkily muttered to XLR8 who rolled his green eyes under his mask.

THUNK! SKID!

Looking forward, XLR8 and Gwen spotted some wooden toy soldiers sliding across the ice before XLR8 complained, "Oh come on! Why can't things be easy?!"

As XLR8 skidded left and right to avoid the wooden toy soldiers, Gwen gritted her teeth and began firing mana blasts towards the wooden toy soldiers with her left hand.

BZZZT! WHOOSH! BLAST!

Getting the idea, XLR8 also used his skidding skills to dodge the wooden toy soldiers which caused them to crash onto the ice-covered in soot and junk.

THUNK! CRASH! WHAM!

"HA! Did you see that?!" A grinning Gwen called out to XLR8 who smirked and yelled back, "Yeah! We..."

SMASH!

XLR8 and Gwen then crashed into a nearby wooden railing before they flew in the air screaming, "ARGHH!"

Right before they crashlanded into the snow.

THUD! WHAM! SPLAT!

XLR8 got the brunt of the damage-causing the Kicnerlean to be unable to move as a result whilst Gwen emerged from the snow shaking her head.

"MPHHH!" XLR8 called out from the ground whilst Gwen shouted out, "Stan! I'll help you out!"

Before Gwen could do that, however, more wooden toy soldiers appeared around Gwen and XLR8 trapping them.

Thinking quickly, instead of using her magic, Gwen used her acrobatic skills and dodged a sword attack before she leapt upwards and knocked over a wooden toy solider with a backflip.

WHOOSH! KICK! SLAM!

Another wooden toy soldier then tried to attack Gwen but she used a flying side kick to knock over that wooden toy solider as well.

WHOOSH! KICK! CRASH!

As the wooden toy soldier crashed onto the snowy ground, Gwen's legs became stuck within the mouth of the wooden robot.

Panicking, Gwen tried to remove her foot from the robot but was unable to...

Just before XLR8 zipped in and grabbed her.

WHOOSH! ZIP! GRAB!

Moving to a nearby hill, Gwen stepped back before XLR8 warned her, "Stand back. Things are going to get messy. Heatblast!"

BEEP! FLASH!

Covering her eyes from the green light, Gwen spotted Heatblast who clutched his hands together along with his body before the heat energy was focusing all around him.

WHOOSH! HISS!

"Time to go Supernova!" Heatblast shouted out before the Pyronite cupped his hands and fired a massive wave of heat energy from his hands right towards the wooden toy soldiers.

WHOOSH! KA-BLAST! BLAM! THUNK! BOOM!

The wooden material was no match for the intense heatwave which caused the wooden toy soldiers to disintegrate into ash whilst the snow around Heatblast had been reduced to a scorched road surface.

"Sheesh, remind me not to make you mad as Heatblast." Gwen snarkily remarked to the Pyronite who calmed down.

Facing Gwen, Heatblast told her, "It's a last-ditch attack that I previously used against Vilgax's army back in Rapid City all those weeks ago."

The Omnitrix symbol on Heatblast's chest then began beeping red numerous times before he transformed back to Stan in a flash of red light.

BEEP! BEEP! BEEP! FLASH!

Emerging from the flash of red light, Stan shook his head briefly before he adjusted his brown glasses whilst the Omnitrix beeped out, "Warning! Omni-Energy supply is low. Recharge mode activated."

Panting slightly, Stan placed his hands on his knees and pointed out, "Phew... That Supernova attack tends to drain me out."

"Nice work with that attack and I did pretty well too," Gwen spoke grinning.

"Yeah, you did. Can you imagine how awesome we could be with Ben helping out?" Stan then questioned Gwen.

Before Gwen could reply, Elsgood ran over and told the two, "That was spiffy!"

"Spiffy? Skedaddle? Don't you know proper vocabulary English?" A confused Stan questioned Elsgood.

"Vocabulary?" The confused Elf asked Stan back.

Annoyed with the two debating, Gwen then asked Elsgood, "Do you work here, Um..."

"Elsgood. My name is Elsgood." Elsgood introduced himself before he warned the kids, "Yes and if you don't leave now, you'll fall under the curse of the village and become one of us as well."

"Wait, are you implying that I'll end up becoming an Elf? That doesn't sound like something that I'd want to experience." Stan nervously remarked feeling his teeth chatter.

As Stan finished his sentence, he ended up gaining the features of an Elf which included rosy cheeks, pointy ears and blue beady eyes.

"Uh, Stan? You might want to check out your ears." Gwen warned Stan in fear.

Confused, Stan grabbed hold of his now pointy ears and tugged them before he mumbled, "Oh good grief... Now I look like a Jak knock off."

Stan then faced Gwen and told her, "Well, it looks like I'm not the only one!"

Much like Ben, Gwen now had pointy ears, rosy cheeks and green beady eyes.

"Urgh! I so can't go Elf! Pointed ears will never be in fashion!" Gwen muttered in anger and disgust.

"Look, Gwen, we need to find Ben, Nibbler and Uncle Max asap and we need to leave this place." Stan calmly told Gwen.

"That might not be possible. Mr Jingles has them, He believes that your grandpa is Santa Claus whilst the boy is his special little helper who's in charge of the toys." Elsgood informed them both.

Stan and Gwen looked at each other before Stan bluntly stated, "Uncle Max isn't Santa. And last I checked there is no such term as Santa's little helper."

"I'm not sure about that. In some versions of the Santa mythology, there's a head Elf who handles all the presents known as Santa's little helper." Gwen explained to Stan.

Facing Elsgood, Stan then smirked and told him, "Well don't you worry, Elsgood. My name is Stan 10 and my partner in crime is Lucky Girl."

Understanding what Stan was up to, Gwen smirked and finished by saying, "You can call us the Protectors. And were going to stop Mr Jingles, save my family and make this place right again."

Speaking of which back in Mr Jingles wooden tower at the same time...

Rumble! Whoosh...

A wooden crate filled with presents rumbled down a metallic conveyor belt near the balcony where Mr Jingles and Max overlooked the large workshop.

As always, Max was still attempting to escape having been pinned down by Mr Jingles magic.

Noticing Max struggle, Mr Jingles frowned and told Max, "Why can't you be happier like your little helper? He's been very efficient at organizing my workforce for you."

Hearing Mr Jingles sentence, Max looked down and spotted Ben directing the Elves to do various jobs within the workshop like an army sergeant giving orders.

Mr Jingles then jumped onto the wooden chair and told Max, "I know why you look so unhappy. You've had nothing to laugh about."

Fumbling around in his right pocket, Mr Jingles took out a fluffy feather and remarked to Max, "Here, let me change that."

 _"Not the tickle torture! Anything but that!"_ Max thought freaking out whilst keeping a calm face.

Mr Jingles then took the feather and began tickling Max's face with it.

"Stop! No! Not that! Please!" Max protested before he began laughing until he boasted out with, "HO, HO, HO!"

The booming laughter echoed throughout the workshop causing the Elves to stop working and looked upwards.

Instantly, some of the Elves laughed happily whilst some began crying due to how emotional the experience was.

Ben, however, simply remained silent before he sadly muttered, "Oh Grandpa... This entire place isn't paradise. It's hell for all these kids trapped here to work for a madman."

 _ **"True... However, we simply have to keep working until the others arrive. Now let's get back to work."**_ Nibbler calmly advised Ben who nodded and got back to work with the other Elves.

At the same time back in Holiday Village with the other group...

Elsgood led Gwen and Stan through Holiday Village just before the blue sky and the Sun vanished having been replaced with a crescent Moon with bright stars and a black night sky.

"What?! How did it just transition from day to night?! That just defies how the rotational orbit of the Earth works!" Stan rambled on in shock and anger hearing the clock tower banging loudly as well.

"We're running out of time! If you don't leave soon, you'll be stuck here forever." Elsgood warned Stan and Gwen.

Stan froze in shock speechless by what Elsgood said before Gwen strolled forward and told Elsgood, "Not without my cousin and my Grandpa."

The wind then howled loudly causing the group to group to huddle together whilst Gwen shouted out, "I miss the desert heat!"

Stan was about to reply when he spotted something odd.

Snow morphing together before they emerged into large humanoid Snowmen that floated above the ground like ghosts.

"Mutant Frosties!" Elsgood warned the group before Stan and Gwen yelled together, "Skedaddle!"

The group narrowly avoided being attacked by snowballs which splattered onto a nearby wall.

WHOOSH! SPLAT!

As the group ran towards Mr Jingle's tower, Stan thought about turning into Heatblast and morphed into the Pyronite for the third time that day.

FLASH!

Emerging from the flash of green light, Heatblast ordered Gwen and Elsgood, "Get moving, We'll fry these snowmen to ash!"

As Elsgood, sprinted to the door, Heatblast turned around and cupped his hands together whilst Gwen also placed her hands together and shouted out, "Meena Goh!"

Fiery mana energy was unleashed from Gwen's hands whilst Heatblast fired dozens of small fireballs at the ghostly snowmen.

BZZZT! WHOOSH! BLAST!

The fireballs and fire spell impacted the ghostly snowmen, but surprisingly it didn't affect them at all.

"What the?! My flames should have roasted them alive!" Heatblast loudly shouted out before he cockily remarked, "Stupid magic... It's a load of baloney!"

Gwen angrily gave Heatblast a look that said, 'Don't mock her powers' before Gwen muttered, "You were saying?"

"I didn't mean your powers!" Heatblast shouted out to Gwen in anger whilst Elsgood managed to just open the door.

"Quick, in here!" Elsgood called out to the two who nodded and ran inside before the door was closed shut.

Creak... THUNK!

However, the ghostly snowmen were determined to get inside and banged on the wooden door.

BANG! BANG! BANG!

"Hold that door shut!" Heatblast ordered Gwen and Elsgood as everyone pushed against the wooden door.

"I might have something that can help with this!" Gwen shouted out to Elsgood and Heatblast flipping through the pages of her spellbook.

"Well, hurry up!" Elsgood called out to Gwen who found the spell incantation she was looking for.

Holding out her right hand, Gwen yelled out, "Camera Objecta!"

A glowing pink orb of mana energy then surrounded the door before the lock on the door deactivated and landed on the carpet floor.

BZZZT! WHOOSH! ZAP!

The group then stepped back before the banging on the door stopped and everything went quiet.

"Phew... Good thing that deactivation spell worked." Gwen thankfully muttered placing her spellbook back in her back pocket.

Heatblast then nodded and called out, "Stan!" Transforming back to normal in a flash of bright green light.

FLASH!

Now back to normal, Stan looked down at his Omnitrix and noticed it was still green before he told the group, "I've still got some juice left for a short while."

Once inside the building, the group slowly walked down the corridor and noticed a series of pictures showcasing the history of Holiday Village.

"What is this? Some kind of art gallery?" Stan asked Elsgood looking at pictures of Mr Jingles and some Eleves before noticing a picture of Reindeer down in the corner.

"Yeah, Mr Jingles likes to showcase his life in Holiday Village here," Elsgood informed Gwen and Stan who were both looking at a large portrait of Mr Jingles.

"And I take it that's Mr Jingles there?" Gwen correctly guessed to Elsgood who stated, "Yes, that's him."

Looking around, Stan and Gwen spotted a black and white picture of Mr Jingles and a young child wearing 1930s clothing where Stan muttered out, "Huh... That picture must be decades old."

"And that must be you," Gwen said noting the similarities between Elsgood and the child in the picture before finishing with, "You're his grandson."

"Correct and you know who I am by now," Elsgood remarked to the others.

Worried, Stan then asked Elsgood, "When was that picture taken?"

"Why just a few days ago." Elsgood bluntly stated before Stan and Gwen froze in shock.

"And in what year?" Gwen nervously muttered to Elsgood.

"1932, of course." Elsgood dramatically dropped a shocking revelation.

"1932?! That's seventy-three stinking years ago! I don't want to be trapped here for decades!" Stan loudly shouted out gripping his hair in shock and fear.

Immediately, Gwen ran over and shook Stan saying, "Calm down and take a breather, Stan! We are going to get out of this mess alive!"

SMASH! WHAM! THWACK!

The wooden door then began creaking apart as the ghostly snowmen began smashing through again with the group narrowly missing some snowballs.

WHOOSH! SPLAT!

Looking around, Elsgood then grabbed hold of a nearby lamp fixture and tugged on it causing a trap door to open up below the ground.

Flick! Creak... Groan...

"Follow me!" Elsgood ordered the two before he jumped down into the hatch.

Seeing no choice, Gwen jumped down first before Stan plunged yelling, "Geronimo!"

The hatch door then closed up right before the ghostly snowmen floated into the building and noticed that the kids were gone.

"ARGHHH!" Stan and Gwen screamed falling with Elsgood remaining calm during the fall.

The group then plunged into a large chamber below the surface before landing on a titanic pile of presents that had been set up in the chamber.

WHEEE... KA-CRASH!

As the group landed on the present pile, they tumbled down slightly before landing at the bottom of the mountain of presents stacked.

Groaning, Gwen shook her head and noticed Elsgood remove a package from his head before she spotted Stan having landed on his back.

"Urgh... Sometimes I think the Universe is out to give me bad luck." Stan groggily complained before he adjusted the vision of his brown glasses.

"That may or may not be the case," Elsgood advised Stan before the group looked out and noticed where they were.

Directly ahead of them, conveyor belts delivered presents to the workshop whilst a large herd of Reindeer was being led into the main chamber of the workshop.

"That's where Grandpa and Ben are? It's not going to be easy getting in there." Gwen bluntly pointed out observing how big the underground workshop was.

"Okay, Elsgood, how do we get in there and get Ben, Nibbler and Uncle Max back from Mr Jingles?" Stan questioned Elsgood.

"First, you'd have to destroy the Jingleator, Mr Jingles machine. It's what makes everything here magical. But the entrance to his workshop is guarded, you won't be able to get in." Elsgood fully explained and told the group.

"Oh yeah?" Gwen asked Elsgood before she smirked and looked at Stan who nervously thought, _"Oh please don't tell me what I think she's up to..."_

A few moments later following one convenient transformation and disguise montage...

As the Reindeer herd moved forward one at a time, Wildmutt then appeared wearing wacky Reindeer antlers that had been tapped on along with Elsgood and Gwen on the Vulpimancer's back.

Gwen who was wearing an Elf outfit then advised Wildmutt, "Remember you're a Reindeer Stan."

"Rargh!" Wildmutt grunted back before they passed up to the entrance before a wooden toy soldier blocked them from entering the workshop.

"Umm... He's from Europe." Gwen muttered to the wooden toy soldier who raised its eyebrow.

 _"This is so_ _embarrassing."_ Wildmutt nervously mused just before the wooden toy soldier allowed the group to pass on.

As the group walked into the underground chamber, the Reindeer heard waited patiently outside a steam train which had an Elf on the driver's cabin.

"The factory is several levels below," Elsgood advised Gwen and Wildmutt who moved towards the steam train just before a Reindeer blocked the Vulpimancer's path.

Wildmutt remained calm whilst the Reindeer leaned forward and sniffed before it's red horn began honking like an alarm.

Honk! Honk! Honk!

Gwen and Elsgood couldn't help but gasp before Wildmutt roared out, "RARGH!" And sprinted towards the train narrowly missing being sliced by the wooden toy soldiers.

WHOOSH! THUNK!

"Mush to the train boy!" Gwen ordered Wildmutt who roared back, "RARGH!" Before jumping on the steam train right as it left the station.

Once on top of the steam train, Elsgood and Gwen jumped off Wildmutt's back right before one of the wooden toy soldiers leapt on the vehicle as well.

Knowing how Wildmutt had served his purpose, Wildmutt removed the antlers from his head before he called out, "ROAR!" (Shocksquatch)

FLASH!

Appearing from the flash of green light, Shocksquatch slammed his hands together as electrical energy zapped out from them whilst the Omnitrix symbol blared out, "Gimlinopitchecus DNA sample activated."

Thunk! ZAP! SPARK!

"Alright, it's good to be back eh!" Shocksquatch joyfully exclaimed before he noticed the wooden toy soldier rasing up its hat before a nutcracker appeared and began firing candy canes at the trio.

WHOOSH! PING! SMACK! CRASH!

As the candy canes were unleashed at the group, Gwen and Elsgood hurled some presents towards the wooden toy solider which reflected the candy canes and hit the wooden toy soldier causing it to fall of the steam train plunging into depths of the workshop several stories below.

Whilst the steam train rumbled on, a mine cart appeared on an opposite pair of tracks with two more wooden toy soldiers.

"How many of these things are there?!" Gwen muttered in annoyance taking out her spellbook.

"Thousands of them." Elsgood bluntly told her before Shocksquatch remarked, "Eh, who cares? We've got this."

The wooden toy soldiers then leapt onto the train before Gwen held out both of her hands and shouted out, "Galeas Disruptus!"

A whirlwind of air then blasted out from her hands causing one of the toy soldiers to be pushed off the train whilst the other one charged towards Shocksquatch.

BZZZT! WHOOSH!

Grinning, Shocksquatch calmly drew back his fist and smashed it directly into the wooden toy solider's head sidewards with electrical energy being generated from his hand.

SMASH! ZAP! SPARK!

The wooden toy solider was then decapitated before it stumbled around and plunged off the train along with its dead counterparts.

The group sighed in relief right before the caboose on the train began rumbling around before...

POP! HONK! WHOOSH!

Shocksquatch barely had time to react before the giant jack in the box attempted to grab the group before they fell flying past train lines and jagged green rocks.

Hearing Gwen and Elsgood scream, Shocksquatch was about to transform into Stinkfly before the Omnitrix symbol on his belt began beeping red.

BEEP! BEEP! BEEP!

"Oh, nuts! I'm..." Shocksquatch muttered right before he changed back to Stan in a flash of bright red light.

FLASH!

"Out of power! ARGHH!" Stan loudly screamed along with everyone else plunging into the depths of Mr jingles workshop.

The group of three then once again landed in a large stack of presents which collapsed and toppled over once the impact was complete.

WHEEE... KA-CRASH! Rumble... THUD!

As luck would have it, the giant present pile was right where Ben and Nibbler who organizing some of the presents near the pile catching their attention.

"Did you hear that?" Ben whispered to Nibbler who told Ben, ** _"Sounds like Stan and Gwen!"_**

Immediately, Ben sprinted towards the pile of presents and began pulling them off one at a time with his hands.

"Guys, are you there?!" Ben nervously questioned the group before Elsgood popped up his head from the pile and clambered out.

Recognising who Elsgood was from the Toy and Cocca shop, Ben asked him, "Hey, I saw you before at the Toys and Cocca shop!"

Splat... Slither...

Nibbler then appeared from Ben's left shoulder via his head and asked Elsgood, _**"Have you seen a black-haired boy wearing a green watch and a red-haired girl carrying a spellbook?"**_

"Yes! I have! They're in the pile right now!" Elsgood told Ben who smirked and held out his hands whilst Nibbler used his powers.

Green blobs formed from Ben's hands and morphed into large fists which slowly pulled the presents off the pile one at a time.

SPLAT! WHOOSH! THUNK! Slither...

"Woah! I didn't know you could morph your hands like that." Ben muttered to Nibbler who explained back, _**"I've been improving our skills carefully. It's taking time but together we can be even stronger."**_

Gwen's head then popped up from the box pile as she noticed Ben and happily remarked to him, "Good to see you again, doofus."

"Same here, dweeb. We missed you and Stan." Ben admitted to Gwen who smiled back slightly just before Stan's right hand popped up from the present pile.

Spotting Stan's right hand, Nibbler pulled a present box off him before a woozy looking Stan groaned out, "Urgh... I don't think I can go hero again for a while."

Stan then spotted Ben and smiled feeling happy that the kids were together again just before Mr Jingles arrived with two giant Polar Bear plush dog toys and interrupted the reunion.

"Well, well," Mr Jingles began before saying, "Looks like our new Elves are eager to get started."

Stan, Gwen and Ben angrily glared at Mr Jingles with Nibbler snarling as well whilst Elsgood had a worried look on his face.

"And Elsgood, you know how I frown upon my Elves thinking for themselves." Mr Jingles stated to him kneeling.

"So? I'm not scared of you anymore. The Protectors will put an end to your holiday trip for good." Elsgood bluntly told Mr Jingles who stared at Ben, Gwen and Stan.

"So these three plan to defeat poor old Mr Jingles and stop Santa from delivering my presents? What nonsense." Mr Jingles taunted the group walking away from them.

Mr Jingles then faced the group and took out a microphone from his sleeve and told the kids, "You all know our motto in Holiday Village."

"A happy Elf is a busy Elf!" The Elves all droaned out before they got back to work.

Feeling his anger swell up, Stan stomped forward and faced down Mr Jingles telling him, "I'm really angry at you fake Santa ripoff! Why don't you just give up this Christmas scheme and set everyone here free?!"

"My young Elf, I cannot do that because I have waited for a long time to see all of this through." Mr Jingles calmly told Stan creepily grinning at him.

Stan couldn't help but step back in fear before Ben snarkily muttered, "If that scheme means capturing innocent kids like us. Then yeah, why not?"

 _ **"So is this is what Christmas truly means... We will not tolerate this any longer."**_ Nibbler warned Mr Jingles as well.

Instead of joining in on the argument, Gwen looked upwards and spotted Max still wearing the Santa outfit and trapped in the wooden chair.

"Grandpa?!" Gwen muttered in horror before she glanced to Mr Jingles who was using his joystick to control Max in the chair.

"He must be controlling him with that joystick toy!" Gwen realized Mr Jingles scheme.

Feeling angry and sad at the same time, Stan calmly warned Mr Jingles, "I'm only going to tell you once. You're going to release Uncle Max and everyone else trapped here. Or things will get ugly."

"I wish I could oblige, But it wouldn't be polite to return a gift as special as Mr Claus. Now put them all on the assembly line." Mr Jingles told his giant Polar Bear plush dog minions.

The two giant minions stomped towards the kids before they leaned down with their massive paws whilst Stan thought out, _"Don't tell me this how it will end right?"_

At the same time back outside the workshop...

The hands-on the clock tower slowly reached 11:30 PM whilst the old structure dinged loudly.

DING! DONG!

Back within the workshop below the surface...

HISS! Groan... Rumble...

The giant machine that looked like a mishmash of various Christmas decorations within the centre of the workshop spewed out red smoke whilst the Elves continued loading toys onto the conveyor belts that went into the machine.

On a separate conveyor belt, Gwen and Stan were loading toys onto the conveyor belts whilst Ben looked at a doll in confusion.

"I'm Spit Up Sally. Watch me spit-up. Spit Up. Spit Up." The doll informed Ben before it belched and spat out green goop on Ben.

SPLAT!

Stan, Gwen and Elsgood watched Ben shake his head in disgust before he glared with Nibbler's white pupil-less eyes replacing Ben's.

"That does it... **_We've had enough!_** " Ben shouted out before Nibbler's voice roared out and took control of Ben's body.

SPLAT! SLITHER! SQUELCH!

Grabbing hold of the doll, Nibbler morphed Ben's arms into sharp claws and sliced the doll into rubble and debris on the floor.

SLICE! SLASH! Crumble...

Nibbler then slowly overtook Ben's body growing in height before Ben calmly told Nibbler, "Calm down... And think positively."

Sighing in relief, Nibbler shrunk back in Ben's body causing him to shrink back down to his normal size.

Mr Jingles then walked over and swiped the ruined doll from Ben's hands before rambling, "How will Santa ever be able to deliver this if it's not perfect? My toys must be perfect! Everything must be perfect at Christmas! Perfect! Perfect! Perfect!

Mr Jingles then walked off in a fuss with the giant Polar Bear plush dog minions stomping after him.

"Urgh! Who the hell want's a doll that vomits crap on you?!" Ben angrily ranted in a fit of rage and disgust rubbing the goop off his face.

Agreeing with Ben slightly, Stan informed Ben, "Look, I know that was embarrassing, but we've got to remain calm and figure out what to do."

"Well, we can't work on here for much longer, we only have thirty minutes left until it's midnight," Gwen warned Ben and Stan.

Elsgood then appeared from beneath, Ben and Stan's legs before he pointed upwards and told them, "That's the Jingleator! If you don't destroy it, you'll be trapped here forever!"

"Then it's time to end this," Stan whispered to Elsgood before more giant Polar Bear plush dog minions walked nearby causing Elsgood to duck under the conveyor belt.

Once the minions walked by, Elsgood popped up his head before Ben remarked, "What we need is a distraction."

Glancing behind their backs, the kids noticed a herd of Reindeer having been tied up to a replica of Santa's sleigh.

An idea forming in his head, Stan then gathered the kids together and whispered out, "Right, so here's the plan..."

A few moments later...

A replacement Spit up Sally doll was tossed onto the ground near the Reindeer.

One of the Reindeer's sniffed the doll and leaned down sniffing the toy before it belched out green goop on the animal.

SPLAT!

The Reindeer panicked and leapt upwards causing the pack of animals to stumble around trying to break free.

As the giant Polar Bear plush dog minions stomped over trying to calm down the Reindeer, Stan grinned and activated the Omnitrix.

BEEP!

Scrolling through the silhouettes, Stan spotted Ghostfreak's silhouette and joked, "All I want for Christmas is one good ghost."

Stan then gently tapped down the green exposed core and transformed into the Ectonurite in a flash of bright green light.

FLASH!

As Ben, Gwen and Elsgood pulled back their arms, they spotted Ghostfreak floating above the ground.

"Excellent... I can work with this... Now it's old Ghostfreaks... time to shine..." The Ectonurite muttered before he activated his intangibility and flew off towards the machine.

Whoosh...

Upon the balcony, however, Mr Jingles took out a telescope and saw the large Polar Bear plush dogs trying to calm the Reindeer down before he turned the telescope and saw the outline of Ghostfreak floating towards the machine.

"Stop him!" Mr Jingles ordered his servants.

The big Polar Bear plush dogs quickly stomped after Ghostfreak who calmly flew in the air with the Elves watching on.

Ben and Gwen then smirked before they activated their powers.

Nibbler overtook Ben's body fully whilst Gwen's hands glowed pink as she took out her spellbook.

Splat... BZZZT! Slither... ZAP! Squelch... SPARK!

 _ **"I know we shouldn't say this, but screw Christmas! RARGHH!"**_ Nibbler boomed out loudly roaring throughout the workshop.

"Same here! Bah Humbug to this Christmas failure crap!" Gwen shouted out as her eyes glowed pink with Mana energy.

Nibbler and Gwen quickly attacked the giant Polar Bear plush dogs with different attacks.

First of all, Nibbler sprayed dozens of small slim tendrils whilst Gwen called out, "Adfishio Potentia!"

SLITHER! BZZZT! WHOOSH! SPLAT! GRAB!

The combination of Symbiote tendrils and Mana beams generated from Gwen's hands caused the huge Polar Bear plush dogs to slip and fall onto the floor.

KA-CRASH! WHAM!

Gwen and Ben wasted no time in taking them out.

Nibbler leapt onto one of the giant Polar Bear plush dogs and used his thick claws to slice out the wires connecting the robot parts.

SLICE! SMASH!

Whilst Gwen clambered up onto another one and muttered the spell, "Eradiko!"

BZZZT! WHOOSH! GRAB!

A singular pink mana beam then appeared from Gwen's left hand and blasted the back of the control box for the robot causing them both to shut down.

Gwen then floated down with her mana energy whilst Nibbler jumped down and landed on the ground.

"So, who else is next?" Gwen asked the crowd of Elves who were watching on whilst Nibbler darkly muttered, _**"We can do this all day..."**_

On the balcony, an annoyed Mr Jingles regained his composure and calmly shouted out, "Send in reinforcements!"

Thanks to the teamwork of Ben and Gwen, Ghostfreak floated near the entrance of the Jingleator before he rasped out, "Looks like old Ghostfreak... Won't be able to do this... But I know someone... Who can... Grey Matter!"

FLASH!

"Galvan DNA sample activated." The Omnitrix symbol on Grey Matter's back blared out as per the norm.

Knowing where he had to go, Grey Matter quickly clambered up the conveyor belt before he heard the sound of a toy plane flying towards him.

"Is that the sound of a miniature Hasbro toy plane?! I need to duck and cover!" Grey Matter shouted out narrowly jumping into the machine just before the toy plane landed on the belt and exploded in a flash of magical smoke and energy.

Whirrr... BOOM!

"WOAH!" Grey Matter shouted out before the Galvan began sliding down the conveyor belt like a slide noticing how the inside was covered in cogs and gears.

"Not cool! Not cool!" Grey Matter screamed struggling to control his emotions whilst sliding down at rapid speed over some airtime hills.

Grey Matter then landed on a conveyor belt which was processing presents inside one.

THWIP! WHOOSH! THUNK!

Clutching his back slightly, Grey Matter turned sidewards and noticed a large boot that was kicking presents off the belt.

"What kind of theoretical person created this contraption? Oh probably, Mr Jingles." Grey Matter rambled on just before the boot kicked the present he was in.

WHOOSH! KICK!

Flying out of the present, Grey Matter landed on a glowing present that was floating in mid-air.

Looking forward, Grey Matter noticed even more glowing presents that were floating and moving up and down in mid-air whilst the far centre of the machine was a bright glowing star.

"This is just like a game of Super Mario World... Hmm... I know what theme to think about for this challenge then." A smirking Grey Matter muttered.

Grey Matter then jumped on each of the boxes which moved up, down and sidewards being careful to time his jumps just right.

THWIP! WHOOSH! THWIP! WHOOSH!

However, Grey Matter was nearly crushed by one of the boxes and in a panic sprinted towards the last box narrowly avoiding being crushed by present boxes that moved in like a wall.

CRUSH!

Once he landed on the last box, Grey Matter quickly recovered and noticed what the Jinglator was.

The Jinglator was, in fact, a giant glowing star that was connected to a rooted tree that had green pulsing orbs surrounding it.

"Fascinating. This Jinglator is some kind of a hive mind for all the Christmas related events in Holiday Village. This thing must be something alien then. Or maybe magical," Grey Matter deducted noticing how similar the technology was too alien things he had previously witnessed.

Looking around the green orbs, Grey Matter rambled on, "Uh... The amplification of the currents suggests a vision of unstable and undeterminable isotopes. Ha, I knew it was alien! Shutting down the power source now!"

Grey Matter then tapped the power source which slowly turned off.

"Okay, now to find an exit." Grey Matter pointed out just before the Jinglator began shaking violently.

Rumble... Crack... Groan... WHIRRR!

The Jinglator's central star then glowed a bright yellow colour before Grey Matter ended up closing his green frog-like eyes from the blast and called out, "Ghostfreak!"

At the same time back on the outside...

Several dozen wooden toy soldiers, and four giant Polar Bear plush dogs along with other hostile toys trapped a sweaty Nibbler, Gwen and Elsgood.

Preparing for the worst, the toy minions suddenly froze before Gwen noticed the eyes of the toys shutting down before they collapsed.

SLAM! THUNK! CRASH! WHAM!

 _ **"Alright! We held out long enough!"**_ Nibbler praised the group before the Jinglator began exploding on the outside.

KA-BOOM! RUMBLE!

Shocked, everyone in the workshop looked at the machine and noticed several gigantic multi-coloured explosions that sounded like fireworks rip the structure apart before a massive amount of debris and rubble generated from the machine landed around the area nearby until all went silent.

CRAKA-BOOM! KA-BLAM! WHAM! SMASH! CRUMBLE!

Thick dust and smoke from burning rubble within the machine poured out before Ghostfreak slowly floated out of the ruins of the machine in his intangible form before the Ectonurite became tangible again.

Whoosh...

"Hm... Now that is what I call bringing the house down... Hahaha..." Ghostfreak darkly remarked in joy.

Speechless by what had just happened, Mr Jingles panicked and declared, "NO! I need to assure the Elves that Santa's still okay. Wave to them!"

Mr Jingles tired using his joystick only for Max to calmly stand up and say, "Way to get it done, Stan."

Ghostfreak gave Max a thumbs-up back before Max confronted Mr Jingles who frantically muttered, "Oh, it's not working!"

Max then grabbed hold of Mr Jingles by his clothing with an annoyed looking telling him, "Come here! You're going to fix this mess!"

Mr Jingles barely had time to reply before Max dragged him down the steps towards the bottom of the workshop where all the Elves and the Ectonurite were.

Splat... Slither... Squelch...

Max and Mr Jingles then arrived on the scene just as Nibbler shrunk back into Ben's body whilst Gwen stared at the wreckage of the Jingleator with smoke still hissing from it.

"Hold on, if we destroyed the machine... Then why are we still Elves?" Gwen questioned everybody.

"I dunno, Gwen. Looks like the curse is still active." Ben shrugged back in response.

The Omnitrix symbol on Ghostfreak's chest then began beeping red before Ghostfreak transformed back to Stan in a flash of bright red light.

BEEP! BEEP! BEEP! FLASH!

"Warning! Omni-Energy supply is low. Recharge mode activated." The Omnitrix beeped out from Stan's right arm who yawned and muttered, "Well, I'm done for transforming today I think. I'm shattered."

Max then ordered Mr Jingles, "You're going to explain how to fix this. So talk now."

Feeling nervous, Mr Jingles then bluntly told everyone, "Because now nobody will ever be able to experience the joy of Christmas!"

Max then dropped Mr Jingles on the floor who begged the Elves, "You will all make me new toys! More perfect toys! Without my perfect toys, what will Santa do?!"

"Christmas isn't about giving the perfect toy. It's about the spirit in which we give. Isn't that right kids?" Max explained to Mr Jingles.

Smiling, Stan then told everyone, "That's right Uncle Max. And a few other things to point out, Christmas is also about spending time with loved ones and families. And it's about cherishing what we've been given in life and how you can pay it back to people. That is the true meaning of Christmas."

"Yeah..." Ben began before he rambled on, "But I bet giving us a Sumo Slammer Extreme Slamdown would make me feel real good huh, Santa?"

Gwen then slapped Ben before Nibbler told him, _**"Did you forget what Stan said about Christmas? Get it together."**_

"Okay, I'm sorry! Can't any of you guys take a joke?" Ben apologised rolling his green eyes.

Having an idea, Gwen then moved forward and reminded Mr Jingles, "As my group just pointed out, being together and cherishing what you have is what Christmas is all about."

Gesturing her hands to the various Elves, Gwen asked Mr Jingles, "Mr Jingles, look at the kids you've kept away from their families all these Christmases. They need to go home."

Mr Jingles looked at the ground still unconvinced before Stan decided to try one last talk.

Walking forward, Stan then told Mr Jingles, "Look, you're not a bad person. You were just trying to spread the joy of Christmas to other people around the world. You just went about it the wrong way. Please look in your heart and do the right thing for all of us here."

Now convinced, Mr Jingles told the group, "Well even if I wanted to give away these toys, my Reindeer can't fly anymore since the Jingleator is destroyed."

"No problem. Who needs Rudolph the red-nosed Reindeer when you've got Stinkfly the gassy alien?" Stan reminded everyone.

Max smiled back with Ben agreeing whilst Gwen and Mr Jingles looked at each other.

A few moments later...

Stinkfly was now attached to the sleigh with rope giggling in excitement and joy at the possibility of delivering a summer Christmas to everyone around the world.

 _"I have to admit, this has been once of the nicest and heartwarming adventures I've ever had, if not the nicest one."_ Stinkfly eagerly thought in his head.

Behind Stinkfly's back was the sleigh where Max was sat in the middle with Ben and Gwen on opposing sides of the sleigh which was being stacked up with presents.

"You adjust this dial to go wherever you want to on Earth." Mr Jingles explained to the three.

"So that's how he delivers it all in one night." Gwen happily muttered before Ben shouted out, "Can we get going already?! I really want to get out of this Elf costume."

Mr Jingles nodded back and climbed off the sleigh just before Max asked Stinkfly, "You ready to go around the world?"

"You bet I am! Now let's deliver presents around the world and spread joy everywhere!" Stinkfly eagerly yelled back before the Lepidopterran began flapping his wings.

WHOOSH! ZIP! FLAP!

Stinkfly then blasted off from the ground and flew upwards right before the ropes dragged the large sleigh up as well.

Groan... WHOOSH!

Stinkfly then blasted vertically upwards out of the workshop whilst Mr Jingles smiled and watched on knowing that his presents would be delivered worldwide.

"Thank you... For making my Christmas dream come true." Mr Jingles happily muttered with Elsgood standing nearby smiling as well.

As the sleight blasted out the top of Holiday Village from the workshop, Stinkfly and the team wasted no time in delivering the presents worldwide.

From the snowy mountains of the Himalayas to the vast open deserts of Saudi Arabia, the presents were delivered to millions of children across the planet.

One poor child who resided in a slum within Rio de Janeiro was overwhelmed with happiness once he received a present.

"Christmas in summer?! And I got a present?! This is cool!" The poor child muttered before he began ripping open the present in excitement.

After a long and exhausting shift of delivering the presents back in Holiday Village...

Ding! Dong!

The Holiday Village clock tower chimed midnight as Stinkfly and the sleigh landed back in Holiday Village.

Removing the harness from his body, Stinkfly sighed in exhaustion before the Omnitrix symbol beeped red on his head before he transformed.

BEEP! BEEP! BEEP! FLASH!

"Phew... That was hard work." Stan mumbled under his breath with the Tennyson trio regrouping near Stan.

"Well done everyone, we all did a fantastic job of delivering those presents to all those lucky children." Max praised the kids.

"No problem, we had a lot of fun," Ben remarked to Max before Nibbler declared, **_"This experience will certainly be something that we will never forget."_**

"Anyway, it's gone midnight. I wonder if the curse is lifted?" Gwen anxiously asked everyone.

Whirrr... WHOOSH! Rumble...

Holiday Village then began shaking slightly before the night sky was returned to a bright and sunny day.

The large Christmas tree shrunk down in size as the ice rinks became flooded with people skating and enjoying the ice rink.

In another part of the village, the Christmas items vanished with the stone buildings becoming older and more weathered as children and families walked around the area.

And finally, the entrance to the village lost a large amount of snow with the warm desert climate not only returning, with a car park appearing near the entrance of Holiday Village with Human civilization restored to the tourist complex.

Hearing the bustle of Human activity, Stan looked over and noticed that his ears were now back to normal before he muttered, "It worked! We saved Holiday Village!"

Turning around, Stan saw that Ben, Gwen and Max were now back to normal cleansed of any Elf or Santa influences.

"Alright! Were back to normal!" Ben loudly shouted out whilst Gwen looked at Max and muttered, "Grandpa?! You're back to being Grandpa!"

Wanting to test out something, Stan spotted a frozen toy wooden soldier and ran over to it before tapping on the wooden structure.

As predicted, the wooden toy soldier remained idle whilst the Tennyson trio walked on with Stan following the group.

"Snow machines. Guess Holiday Village is finally back to normal." A relived Max muttered noticing some Christmas themed snowmachines spew out fake snow.

"Holiday Village is far from being normal, old-timer." A familiar elderly voice informed the group.

Confused, the group looked and saw an elderly man who looked identical to Elsgood with three grandkids that he was looking after.

"It happens to be quiet special. Did you know I've been coming here every year since 1932?" The elderly version of Elsgood asked the group.

"Yep. Sure did." A smirking Stan replied.

"Grandpa Elsgood, can we go to the cocoa fountain?" One of Elsgood's grandchildren asked him.

"Skedaddle, I'll be right there kids." Elsgood informed his grandchildren who cheered out, "YAY!" And ran off to the fountain.

"Elsgood?" Ben blurted out whilst Gwen said, "Skedaddle?"

Elsgood merely winked back before he joined his grandchildren.

 _ **"So if we broke the curse... Then Elsgood was never trapped here in the first place."**_ Nibbler then revealed to everyone.

"But what about Mr Jingles? Surely he would be free as well right?" Stan then reminded the group.

Looking around, Max then spotted a stone statue of Mr Jingles wearing Victorian clothing and an Elf surrounded by a large Rose bush.

"This might be your answer." Max told the kids before he read the stone plaque which stated, "Holiday Village, founded by Thomas Jingles, in 1928. It's not what we give, it's the spirit in which it is given."

"Now why does that sound familiar?" A smiling Gwen asked everyone before Stan remarked, "I think we made things a lot better for him."

Max then placed his hands on Ben, Gwen and Stan's shoulders before the group of five observed the statue with intrigue and happiness.

 _"Thanks for such a heartwarming and wonderful adventure, Mr Jingles, I'll never forget my summer Christmas experience."_ Stan happily thought in his head.

Thirty minutes later back in the Rust Bucket in Death Valley...

Rumble... Screech!

The Rust Bucket rumbled on up a large hill in the warm weather.

Inside the RV, all of the kids were sat at the back whilst Max had the fan turned on too cool him off at the front.

"Hey, Grandpa? About us, all never celebrating Christmas together?" Ben asked Max who said, "Yes, Ben?"

"It's cool we're doing it now." Ben happily remarked back whilst Nibbler was drinking some water from his left hand.

 _ **"I'll say it again. We are glad to have experienced that Christmas adventure."**_ Nibbler told Max as well.

"Ben's right, but cool might be the wrong word," Gwen informed everyone using a fan to cool herself down.

"Well no matter what happens, we'll always have each other's backs." Stan then happily remarked feeling very joyful even though he was sweating.

Everyone then couldn't help but begin laughing before they all began singing, "Oh, what fun it is to ride in an unairconditioned sleigh!"

And so as the Rust Bucket drove on to its next destination, little did Stan know that the next adventure would be something that would once again change his world forever...

 **Author's note: And so the end of another chapter of Stan 10 is here.** **  
**

 **For those that are wondering about Ben and Max getting captured was a reader based suggestion.**

 **So if you have any interesting ideas on how to change the content of a chapter, i'm more then willing to do that.**

 **And I wanted to do a team-up chapter with Gwen and Stan since the last once was a team-up chapter for Ben and Stan.**

 **So what is the next chapter I have planned?**

 **Well after a lot of consideration and self-debate, I'm proud to reveal that the next chapter will be...**

 **'Stan 10,000'.**

 **That's right! You readers are finally going to see what the older version of Stan will be like.**

 **Suffice to say, I can reveal that Stan 10,000 is a pure adult badass who's been through a lot of conflicts and events over his long superhero career.**

 **However, he's a rather hard-headed and determined figure who's obsessed with keeping the world safe without focusing on emotional attachment to his loved ones making him the opposite of the version of Stan we all know.**

 **Anyway, that's a wrap for now and see you in the future for Stan 10,000's chapter.**


	32. Chapter 32: Stan 10,000

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network,** **Stan Hopkins and Nibbler are custom characters** **made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome to this special chapter of Stan 10.**

 **We're going to see a brand new adult version of Stan that is completely separate from the Eon version of Stan.**

 **Oh and the reason this chapter took so long to make is that I've been busy with my education and homework.**

 **Yeah, It's kinda hard when you deal with something like that, but it's something you've gotta do in life.**

 **Anyway, Personal life aside here's the newest chapter of Stan 10.**

 **So enjoy it as always.**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: Whilst travelling through the desert region known as Death Valley, the Rust Bucket broke down.

With no choice but to look for help, the group discovered an old wooden shack in the distance.

Upon arrival, however, the group discovered a magical Christmas location known as Holiday Village.

The person in charge known as Mr Jingles thought that Max and Ben were vital to delivering Christmas cheer around the world.

Thankfully, Stan and Gwen with the assistance of an Elf known as Elsgood were able to convince Mr Jingles to end his scheme and tell him the true meaning of Christmas.

Now moving on from Holiday Village with millions of Christmas presents also delivered worldwide during the summer, the group now move on towards the next major stop on the Summer Vacation.

However, due to the Eon incident occurring in Stan's reality earlier than expected, Stan, Ben and Gwen will end up travelling to the far future and meeting their older counterparts in an emotional and life-changing adventure that will shape Stan's life forever...

Chapter 32: 'Stan 10,000.'

Sometime in the far future around the year 2030 in the Mount Rushmore region...

Twenty-five years ago, the Mount Rushmore region was surrounded by thick forests and a national park that extended for miles around.

In this time frame though?

It was much different but similar.

Near the boundaries of the old Mount Rushmore National park, the outskirts of futuristic buildings and roads began appearing.

Soon, larger skyscrapers began appearing in the large valley having replaced the thick forests that once existed over twenty-five years ago.

So what is the name of this futuristic city then?

The city was referred to as New Hope City although some people called the city in different terms including the New Gateway, Utopia or simply, Hope.

At some point in the early to mid-2020s after the destructive Battle of Earth, Stan 10,000 expressed his desire to create a city on Earth where Humans and Alien species alike would be all thrive and interact with each other in a democratic society with him being in charge of the complex whilst continuing his heroic activities to keep Earth safe with his team, the Protectors.

In mid-2024, after studying and reading guides on various historical leaders and how to properly manage a city, Stan 10,000 decided to build the new city within the region surrounding Mount Rushmore due to its significance with major events that affected him there.

After being granted a seal of approval for construction in early 2025, and funding provided by the United States government along with other nations and corporations, construction officially commenced with a big ground laying ceremony occurring with various other superheroes invited to the event.

For over three to six years, construction occurred with the project finally being done with the topping off the large circular building that was shaped like the Omnitrix symbol had been completed standing proud as the official main landmark of New Hope City which was known as the Beacon.

With a new city built for Humans and Aliens alike, things went well with new people arriving in New Hope City with a well-known hero ensuring that everyone would remain safe.

Unfortunately, things become more difficult and tragic for Stan 10,000 as time progressed on.

During the construction of the city, however, more catastrophic threats nearly destroyed Earth numerous times which included the destructive Cybertronian invasion of Earth in early 2029 along with a Xenomorph vs Yaujta incident leading to the deaths of several innocent Humans and Aliens in New Hope City a few months ago.

These incidents along with remembering his past mistakes including the deaths of people he had grown attached to and worries of losing even more people ended up pushing Stan 10,000 over the edge.

Stan 10,000 became obsessed with protecting New Hope City at all costs and making it the perfect place whilst trying to keep Earth safe as well.

This outcome caused Stan 10,000 to become less emotional and colder whilst he began pushing his friends and family aside to ensure that nothing bad would happen to Earth at the cost of his own social life.

As a result, many of the residents became scared of committing a crime and getting caught which resulted in Stan 10,000 coming down hard on them and locking them up in the Null Void for over three months or longer.

Because of Stan 10,000 getting worse along with impacting New Hope City in bad ways, the founding members of the Protectors decided to meet in private and come up with a plan to make Stan 10,000 more livelier and happier like his younger self.

And so began an idea that would see two generations of the same person collide.

In Stan 10,000's headquarters which was also known as The Beacon amongst the local population...

In a dingy old metallic corridor which had maintenance pipes dripping out the water below the Beacon, that lead into a small storage room, all was quiet.

Until footsteps were heard walking down the corridor before a large-sized male figure emerged waiting patiently in the storage room.

The figure was none other the future version of Ben Tennyson who was also known as Benjamin Tennyson and pubically known as Agent Nibbler for his superhero identity.

The adult version of Ben is thirty-five years old and has the same caucasian skin, bright green eyes and shaggy brown hair his younger counterpart has.

However, adult Ben has his brown hair slicked back and sports a full bushy beard on his face with his skin having faint light brown veins with green blobs present due to Nibbler's influence and it reflected how Ben's DNA had changed due to Nibbler's long term presence.

Finally, he is rather muscular and strong compared to when he was younger.

His clothing consists of a white-stripped black shirt with short sleeves.

He also wears a pair of black and white fingerless gloves, green military-style shorts with kneepads on them and a belt buckle to store items with matching thick black boots.

"Man... Gwendolyn is taking forever to arrive. Good thing we have each other company, huh, Nibbler?" Future Ben spoke with a thick and deep voice.

Holding out his left arm, the familiar head off an older and tougher version of Nibbler emerged.

Splat... Slither...

Nibbler's green blobby body was the same, but due to growing older, Nibbler's face had changed.

Instead of the childlike blank white eyes, Nibbler's white eyes were now bigger and wider belonging to an older adult with a medium-sized scar preset near his right eye.

Additionally, Nibbler's teeth had matured and gained new teeth which were longer, spiker with giant points on each tooth.

Finally, his tongue had grown even longer and had numerous faint marks in it as well.

 _ **"Indeed. After so long and all we've been through over the years, I refuse to part ways with you."**_ Future Nibbler spoke with a more gravelly and booming voice that was deeper and more intimidating than his younger counterpart.

"Of course, I wouldn't expect anything else then from my Symbiote partner even though there's more of us on Earth though now such as Venom." Future Ben informed Future Nibbler who grinned back.

Beep... Thunk!

A nearby automatic door with the Omnitrix symbol then hissed open whilst Future Ben and Future Nibbler turned around.

 _ **"Ah, Gwendolyn. At last, you've arrived."**_ Future Nibbler boomed out before Future Ben smiled and muttered, "Great to see you as always, Gwen."

Similar to her younger counterpart, adult Gwen is thirty-five years old and still retains her caucasian skin, bright green eyes and her signature ginger reddish hair.

However, adult Gwen now has short red hair which has bangs in the front of her hair.

Her clothing consists of a blue and black spandex based suit that features black shoes and a flowing magical blue cape that has a hood to cover her face.

On her right sleeve are the six Charms of Bezel which no longer glow yellow, but instead pink reflecting how Gwen had mastered them as the years went on.

She also wore a belt with a cat icon on it that also had glowing pink eyes continuing the theme of how her magical nature had reflected in her.

Next, she had freckles on her cheeks and a pair of new circular earings with the last feature being a wedding ring on her index finger.

"Nice to see you so too Ben, I'm afraid that Kevin and Rook can't come because they are busy handling Plumber affairs off-world involving another of Argit's schemes." Future Gwen spoke in a fair and gentle voice to Future Ben and Future Nibbler.

Future Ben smirked and then asked Future Gwen, "Heh, guess some things never change. Anyway, does Stan know about the uh... you know."

Future Gwen glanced down at her stomach briefly before she smiled and told Future Ben, "Not yet, I don't think now is the right time to tell him, yet in his current condition."

Nibbler then moved his head over towards Gwen and sniffed her before remarking, _**"Seems like you're only a week on judging from your pregnancy status."**_

"I can still fight and be helpful." Future Gwen remarked before she explained and questioned Future Ben, "Now are you sure you want to go through with this plan of bringing our younger counterparts from 2005 here? Because we could end up creating an alternate timeline, but I do want to do this for Stan 10,000."

"Yeah, I think that our younger counterparts could help Stan 10,000 out a lot, plus they'll only be here for a short amount of time. And Paradox permitted us as well." Future Ben explained.

Nodding back, Future Gwen held out her left hand ready to create the time-space portal that would take them back to the past which then appeared.

FLASH! THWOOSH! BZZZT!

An indentation of a Charm of Bezel appeared before a glowing pink purplish time portal emerged with Nibbler telling the group, _**"Remember we need to abduct our younger counterparts which will cause young Stan to act and save them."**_

Future Ben and Future Gwen nodded and walked into the pink time-space portal which then vanished from the storage cupboard.

FLASH! THWOOSH! BZZZT! ZAP! SPARK!

The storage door then opened before an Appoplexian janitor walked in wearing clothes and carrying a wooden sweeping brush.

Beep... Thunk!

"What the?! Did Ebvol just hear something? Nah, it was probably nothing. Better get back to work before the boss comes down on me." The Appoplexian muttered before he closed the door and swept the corridor outside.

At the same almost twenty-five years ago...

It was a bright and temperate sunny day as the Rust Bucket was parked up in a forested clearing near the New Mexico/South Dakota border.

Several Cacti plants were present along with some bushes and grass, whilst a river gently flowed nearby delivering water to wherever it flowed to.

And in the far distance, the rocky hills of Mount Rushmore were visible to the naked eye.

Currently, the Rust Bucket was parked up with some outdoor amenities including a food storage container, a fishing pole and a picnic carpet.

As Past Max adjusted the canopy of the Rust Bucket and dragged it outwards, Stan 10, Young Gwen and Young Ben were seen nearby carrying different bags of food.

"I've got the Marshmallows," Young Gwen eagerly stated before Young Ben said, "We've got the Graham Crackers." With Stan 10 finishing, "And I've got the Beef Jerky."

"Well, I appreciate the help kids." Past Max remarked before he rambled on, "Now I know we should be heading up to New Mexico, but since it's my sixtieth birthday, I wanted to have a nice day together as a family."

"And we all appreciate that Uncle Max, but why don't you get some firewood, so we can make some smores for you?" Stan 10 explained to Past Max.

"Of course, It is so nice to see you all interacting together, I'll be back in a jiffy." Past Max happily informed the kids before he walked off grabbing a nearby axe for the firewood.

"Great." All of the kids replied at the same time before Max walked off from the campsite.

"Is he gone?" Young Gwen asked Young Ben who bluntly replied, "Yep."

The three kids then faced each other before shouting out together, "THIS IS ALL YOUR FAULT!"

"Grandpa only turns sixty once doofus!" Young Gwen angrily ranted at Young Ben and Young Nibbler.

Splat... Slither...

Speaking of, the Symbiote then emerged from Young Ben's right arm and yelled at Young Gwen, **_"How can this be our fault?! We didn't know Max's birthday was so soon!"_**

"So yeah, don't go blaming us, dweeb." Young Ben snarkily joked back which caused Young Gwen to shove him onto the ground in anger.

Thud!

Young Nibbler quickly supported Young Ben back up before Stan 10 shouted at Young Gwen, "You're the one who organizes all the events, right?! Why didn't you tell us earlier?!"

Young Gwen pushed a piece of paper in Stan's face remarking, "I had this party totally wired! See all the things I wrote down?!"

Stan 10 grabbed hold of the piece of paper and tossed it over his back and angrily ranted, "Yeah, I do actually, Gwen! At least I'm not someone who forgets a birthday cake!"

"So?! At least, I know what kind of cake Grandpa wants! Plus we're a full-time hero who doesn't exactly have any time to get a dumb cake! So it's no big deal." Young Ben snarkily shouted back.

Outraged, Stan 10 yelled out, "No big deal?! How could you be so disrespectful to Uncle Max like that?! It is a big deal!"

"Urgh! Aren't we supposed to talk like mature kids instead of arguing?!" Young Gwen angrily complained out as well, getting close to Ben and Stan.

Soon all three kids were arguing before Young Nibbler loudly boomed, _**"ALRIGHT! EVERYONE SHUT THE HELL UP!"**_

The kids immediately stopped arguing, as Young Nibbler then explained, _**"Look, we can simply order the cake and deliver it to Max today."**_

Feeling guilty, Young Ben stretched out his arms and loudly complained, "Alright, fine. But we'll play a game to see who goes. Rock, Paper, Scissors."

"You are so on. Ben, I always win." Young Gwen cockily declared before Stan 10 rolled his blue eyes and said, "Oh please, I could beat you two any time."

The kids then began playing the game which ended in...

"There's no laser gun in this game!" Young Ben ranted at Stan 10 who shrugged and replied, "Laser gun beats anything."

Young Gwen then crossed her arms and tapped her feet before she pointed out, "So, technically you both didn't win."

Before anyone could reply, the indentation of the Charm of Bezel appeared and formed into the time portal catching everyone off guard.

FLASH! THWOOSH! BZZZT!

Dust and debris were sent flying near the time-space portal whilst the pink light blinded the trio present.

 _ **"What is that?!"** _Young Nibbler blurted out in confusion with Young Ben saying, "I don't know!"

"Whatever it is, It can't be good!" Stan 10 warned the others before Young Gwen muttered, "I have a bad feeling about this..."

Two figures then emerged from the time-space portal both looking rather different.

The first was Future Gwen who flew in the air with her blue hood covering her head and blue cape flying back as she rocketed towards Young Gwen.

The second figure was Future Nibbler who had overtaken Future Ben's body.

Unlike Young Nibbler, Future Nibbler had several differences.

First of all, Future Nibbler was slightly bigger than his younger counterpart being around the size of Four Arms roughly whilst Young Nibbler was around the size of Diamondhead.

His green blobs with light brown veins were now even more muscular and bigger having grown to adjust to Future Ben's body mass.

Future Nibbler's hands and feet were also designed like the black and white fingerless gloves along with the black boots that Future Ben wore.

With Future Nibbler's face having the glaring adult white eyes with the medium-sized scar and the bigger teeth with his large tongue, nothing else seemed to have changed.

The biggest difference was that Future Nibbler also had several small spikes on his knees and shoulders reflecting how dangerous he had grown over time.

Finally, Future Nibbler had modified the centre of his body to have a bright white striped line running down the middle of his body to his face.

Landing out of the portal, Future Nibbler quickly charged towards Young Ben who barely had time to react whilst Future Gwen snagged her younger counterpart.

WHOOSH! ZIP! GRAB! THUNK! GRAB! THUD!

"ARGH! HELP!" Young Gwen shouted out loudly whilst Young Ben yelled, "LET GO OF US!"

"GWEN! BEN! NIBBLER!" A panicking Stan screeched out before he frowned and quickly activated the Omnitrix.

BEEP!

The green core popped up before Stan tapped down the core and transformed into a flash of bright green light with the Omnitrix beeping out, "Florauna DNA Sample activated."

FLASH!

Emerging from the green light was Wildvine who quickly grabbed hold of some seed bombs from his back and hurled them towards Future Gwen and Future Nibbler.

WHOOSH! BOOM! SPLAT!

The pair from the future then entered the time-space portal leaving Wildvine alone again.

THWOOSH! BZZZT! ZAP!

Remembering the Eon incident, Wildvine couldn't help but think, " _What is with me and heading into space-time portals?! Okay, I can only hope that I find Paradox, Trey, Kyle on the other side to help me. Or maybe someone new... Okay. Here we go."_

Wildvine then clambered into the pink time-space portal and vanished which then sealed off leaving a cloud of dust in its wake.

FLASH! THWOOSH! BZZZT! ZAP! SPARK!

Once the portal vanished, Max then showed up carrying the axe and the firewood he had gathered before he noticed that the kids were missing.

"Ben, Gwen, Stan? Where are you?!" A confused Past Max shouted out before he muttered, "Now where did those kids get off to?"

Nearly twenty-five years later in New Hope City...

FLASH! THWOOSH! BZZZT! ZAP! SPARK!

The pink time-space portal reopened just as Future Gwen and Future Nibbler jumped out of the time portal dragging their younger counterparts with them to the future.

THWOOSH! BZZZT! ZAP!

Landing on the ground, Future Nibbler looked around with Future Gwen before the two noticed where they were.

 _ **"We thought that you would send the time portal back to the Beacon, not in the middle of New Hope City."**_ Future Nibbler questioned Future Gwen whilst her younger counterpart was attempting to escape.

"I thought that an area like this would be more appropriate." Future Gwen replied to the rather old Symbiote whilst Young Ben was also attempting to break free.

Before Future Gwen could reply, she noticed the Charms of Bezel on her right arm glow pink before Wildvine flew towards her and punched her.

WHOOSH! KICK!

Future Gwen was sent sprawling to the floor whilst Wildvine managed to snag Young Gwen in his arms.

Knowing that Future Gwen was carrying a child, Future Nibbler dropped Young Ben on the ground and sprinted towards her.

"Oh I'm so glad, you're all okay," A relieved Wildvine muttered to Young Ben and Young Gwen.

"Were fine, but what just happened and where are we?" Young Gwen questioned Wildvine.

"I think it's more a question of when. Look!" Young Ben pointed out before Young Nibbler appeared from Ben's left arm and nervously mumbled out, _ **"By Knull's blood..."**_

Splat... Slither...

Looking around the young group saw what a regular district in New Hope City was like.

The nearby streets had several dozen Humans and different Alien species walking amongst the complex whilst some were riding on futuristic hoverboards above the ground.

Also, various signs within New Hope City had different translated languages for both Human and Alien alike.

Above the hoverboard lanes were several flying cars that hovered in the traffic lanes above the sky whilst in the far sky, a spaceship blasted off into the Earth's atmosphere with the Beacon being present as the largest building in the skyline.

"What is this place?!" Wildvine muttered in shock before he decided to change into his favourite alien by calling out, "Upgrade!"

FLASH!

Emerging from the flash of green light, Upgrade sighed in relief and looked around noticing some of the aliens he used staring at the group including a Vulpimancer, A Galvanic Mechamorph and a Gimlinopithecus.

"Isn't that an Upgrade and Shocksquatch over there?" Young Ben whispered to Young Nibbler who explained, _**"Yes, and I see a group of Shi'ar over there as well."**_

Turning her head, Young Gwen noticed a group of aliens who were humanoid avian-like aliens known as the Shi'ar that were walking together and wearing silver armour.

"My lady, we must get a move on, before we miss the diplomatic meeting between the ambassador for the Nova Corps." One of the Shi'ar soldiers informed a female Shi'ar who was wearing fancy futuristic robes.

"Of course. We shall make headway at once." The female Shi'ar informed her guards before they walked on.

Upgrade then heard someone from above call out, "Hey, Stan!"

The group looked upwards and saw a girl floating on a hoverboard that looked similar to Tetrax's before she said, "Looking good." And blew out a kiss to the young Galvanic Mechamorph.

Upgrade's singular green eye merely blinked in confusion before the girl on the hoverboard flew off.

"Since when did you have a public fan club?" Young Gwen asked Upgrade feeling slightly jealous that someone flirted with the person she had a crush on.

"So? That's the kinda thing that we want." Young Ben then cockily remarked to the others wanting something like that before Young Nibbler stated, _**"We agree."**_

"I don't know Gwen," Upgrade replied before two more people flew in the sky using Lombax Hoverboots to do so.

"Yo, Stan 10K!" A teenaged Pyronite yelled out, "Keep up the awesome job!"

"Yeah, You're one of the greatest heroes in the Universe!" The Halfworlder humanoid Walrus floating nearby stated before both aliens flew off.

The group merely remained speechless until Upgrade rambled on, "Okay, I give up. What is going on here?! and why am I being referred to as Stan 10,000?!"

Young Ben and Young Gwen turned around before Young Nibbler bluntly told the Galvanic Mechamorph, _**"You might want to turn around."**_

Turning around, the group of four then spotted something incredible.

A massive stone statue of a humanoid figure was present.

The humanoid statue depicted a male figure who had spikey black hair that naturally pointed upwards and was standing out his hands crossed out to the side.

The figure was also more muscular and stronger than Young Stan with no glasses present on the statue.

The clothing of the figure was some kind of body armour that covered his body along with separate gloves and boots to cover his hands and feet.

Also, the figure had a brown furry Sayian tail wrapped firmly around his waist.

And as always on his right arm was the Omnitrix except it resembled more of a robotic/biological gauntlet with the Omnitrix device being larger and bulkier.

Looking down below the statue, the group spotted text that read the following, 'This Statue is dedicated to Stan 10,000, a young boy born in Bellwood who discovered the Omnitrix in 2005 during the early age of what is known as the Golden age of Superheroes. Notable achievements of his career include becoming a founding member of the Avengers, forming and becoming the leader of the Protectors along with his involvement in notable Earth conflicts which all lead to him being known as one of the greatest superheroes in the Milky Way Galaxy, Stan 10,000.'

Upgrade couldn't help but move forward and place his digital hands on the stone statue remaining silent and taking everything in.

"Hero of Heroes: Stan 10,000? Oh man!" Young Ben muttered out in shock whilst Young Nibbler remained speechless.

"That description certainly looks like something Stan would write out." Young Gwen muttered in shock.

No longer interested in the statue, Upgrade turned around and muttered, "So if we're seeing all this Stan 10K stuff, then that only means one thing. We are in the far future."

"Then that means we time travelled?! But how?!" Young Ben shouted before Young Nibbler suggested, _**"Must have been that portal that dumped us here."**_

"So, who were those two that dragged us here in the first place?" Young Gwen pointed out looking towards Future Nibbler and Future Gwen who had now recovered from the ground.

 _ **"Are you alright Gwendolyn?"**_ Future Nibbler questioned Future Gwen who replied, "Yes, I am. Just a minor fall, but I'm okay."

The future versions of Gwen and Nibbler then noticed a hovercar flying down to the Stan 10,000 statue.

Future Nibbler and Future Gwen then tensed up before Future Ben muttered, "Oh, that can't be good."

BZZZT! WHOOSH! Whirrr... ZAP! THUD!

A large humanoid silver robot alien which had mechanical parts from the hovercar then landed beside the statue having transformed from the hovercar state.

With its robotic red eyes glaring, the big Cybertronian then aimed it's pulse cannon at the Stan 10,000 statue before it shouted out, "For Lord Galvatron!"

WHOOSH! KA-BOOM! SMASH!

The Stan 10,000 statue then exploded sending rubble and debris flying in the area whilst Upgrade, Young Ben and Young Gwen were tossed back by the force of the explosion.

"More like was you!" Young Gwen snarkily joked before a large metallic foot stomped forward on the ground whilst Young Ben pointed out, "Is that a robot?!"

THUD!

"Hey, Hopkins! Long-time no see!" The Cybertronian who known as Rapidload boomed out to Upgrade aiming his pulse cannon at the group.

"Uh, who exactly are you?" A confused Upgrade asked Rapidload scratching the back of his head before Young Nibbler remarked to everyone, _**"That's a Cybertronian. A race of robotic aliens that have been at war for decades. Their conflict has gradually spilt across the galaxy."**_

"That's right! And now you shall all perish for the glory of Lord Galvatron and the Decepticons!" The evil Cybertronian remarked before he began firing pulse cannon shots at the group which exploded upon contact with the floor.

BZZTT! ZAP! BLAM! BOOM! BLAM!

"Scatter! _**Scatter!** **"**_ Young Ben and Young Nibbler warned the group before they jumped off to the side and took action.

Standing near each other, Young Ben and Young Gwen began firing green tendril blasts and pink mana balls to disrupt the Cybertronian whilst Upgrade also began firing green laser beams from his singular eye as well.

SLITHER! BZZZT! ZAP! SPARK! WHOOSH! SPLAT! BOOM! BLAM!

The Cybertronian was barely phased by the attacks before he smirked and muttered, "My turn."

Rapidload then opened up his chest and fired out a series of missiles that flew towards the young group.

WHOOSH! WHEE!

Immediately, Young Gwen flicked through her spellbook looking for a shield spell whilst Young Nibbler overtook Young Ben.

Splat... Slither... Flick!

"Found anything yet?! Upgrade asked Young Gwen who yelled out, "No, I can't!"

The missiles then nearly hit the group before Future Gwen shouted out, "Presidium!"

BZZZT! WHOOSH! ZAP! KA-BOOM!

Confused, the kids then looked up and saw a glowing pink shield around them that was being held strong against the missiles.

 _ **"Huh?! Are you doing that Gwen?!"**_ Young Nibbler asked Young Gwen who shook her head back before Young Nibbler shouted out, _**"Look! That older Symbiote is fighting the Cybertronian!"**_

Looking around, the kids spotted Future Nibbler fighting Rapidload with his right arm formed into a spikey sword whilst his left arm formed into a large spikey axe.

SMASH! SPLAT! CRASH! WHAM!

"Now this is more like it! You always were a good warmup, Agent Nibbler!" Rapidload praised Future Nibbler blocking the attacks from the Symbiote.

 ** _"You really shouldn't have shown up here after what your kind did a year ago!"_** Future Nibbler warned Rapidload who smirked back in response.

Future Nibbler then kicked Rapidload before the Symbiote aimed out his left hand and called out, _**"Contego!"**_

BZZZT! SPLAT! SLITHER! BLAM!

Purple glowing green tendril beams were then launched from Future Nibbler's hands which exploded upon contact against the Cybertronain's metallic skin.

 ** _"Wait... Is that the future version of us!?"_ **Young Nibbler loudly shouted out in excitement whilst Young Ben then said to Nibbler, "No freaking way! That's us?!"

"So, if we have the future versions of Ben and Stan... Then that means there's a future version of me here as well!" Young Gwen then realized before the magical shield around them deactivated.

The kids then looked around before Future Gwen ran over to them and told them, "Move now! Questions later!"

Seeing no choice but to agree, the kids then ran off whilst Future Gwen flew up in the air and called out, "Emocha Objectia!"

BZZZT! WHOOSH! BLAST!

A magical blast of pink energy then blasted Rapidload before Future Nibbler charged forward and punched him right in his face with an enlarged left first.

SPLAT! WHAM! SMACK!

Rapidload then went skidding back before landing on the ground dazed as Future Nibbler and Future Gwen regrouped together.

"Why don't you just give up? You're outmatched." Future Gwen warned Rapidload who chuckled darkly and bluntly told her, "Never."

Rapidload then held out his left arm and fired out an electrical net that flew towards Future Nibbler and Future Gwen.

Entangled in the net, the electrical energy then zapped Future Nibbler and Future Gwen.

ZAP! SPARK!

Immediately, Future Gwen collapsed on the ground backwards before Future Nibbler groggily kneeled down and then collapsed sliding back into Future Ben's body who landed facefirst on the ground.

Splat... Slither... THUD!

With the adults now knocked out, Rapidload grinned and turned his attention to the kids.

"It's been fun kids, but I've got destruction to cause." Rapidload taunted the kids before he began opening fire with his plasma cannon again.

BZZTT! ZAP! BLAM! BOOM! BLAM!

This time the energy blast's hit the ground near the kids causing Young Nibbler to go back inside Young Ben whilst Upgrade transformed back into Stan 10 in a flash of red light.

BEEP! BEEP! BEEP! FLASH! Splat... Slither...

Feeling groggy, Stan 10 quickly shook his head before he heard the Omnitrix beep out, "Warning! Omni-Energy supply is low. Recharge mode activated."

"No! Not now!" Stan 10 muttered in horror before he heard Rapidload stomp nearby.

THUD!

"At last! Now I can finally have my revenge..." Rapidload muttered before he heard something big stomp behind him.

KA-THUD!

Confused, Rapidload turned around and noticed a large humanoid dinosaur alien that had a large build facing him.

Upon closer examination, the dinosaur alien was around twelve feet tall with his skin being a dark brown and hard colour.

The alien also had a large a brown tail along with grey fingernails, a large chin, and bright blue eyes on his head.

For clothing, the alien wore a pair of black boxers with a brown waistband surrounding it and a brown and white sash running across his chest with a white Omnitrix symbol present on it.

The alien was Stan 10,000 who was using a Vaxasaurian alien known as Humungousaur by his teenage self.

"Stan 10,000? I should have known... After all, where would you be without people like us?" A grinning Rapidload questioned Humungousaur.

Humungousaur merely scowled and remained silent before he charged forward and punched Rapidload in his chest with a powerful uppercut punch.

SMASH! CRACK!

Metal parts and Energon leaked out of Rapidload's chest before Humungousaur kicked Rapidload onto the ground with his back leg and moved behind him.

CRASH! KICK! WHAM!

Rapidload barely had time to recover before Humungousaur grabbed hold of Rapidload's head and dragged the Cybertronian backwards.

"NOT FAIR! ARGH!" Rapidload howled in pain right before Humungousaur ripped Rapidload's head off his body in front of the kids who watched on in horror speechless.

GRAB! CRUNCH... SNAP! ZAP! SPARK!

Rapidload's Cybertronian body then sparked with excess Energon and electrical energy before it slowly fell over and landed on the ground with smoke pouring out its body.

THUNK! WHAM! Hiss...

"Damn Decepticon trash." Humungousaur coldly spoke with a deep and thick booming voice before he tossed Rapidload's lifeless head onto the ground.

CLANG! Groan...

The kids merely watched on speechless before Humungousaur kneeled and observed the dead Cybertronian's body looking over it for clues.

"Okay, what just happened there?!" Stan 10 muttered under his breath before Young Gwen pointed out, "I think you just decapitated that giant robot in a few blows."

 _ **"Sheesh... That alien stood no chance."**_ Young Nibbler pointed out before Young Ben whispered, "Do you really think that was needed and who is that alien anyway?"

Future Gwen and Future Ben then walked over to Humungousaur who had grabbed a piece of Cybertronian metal and muttered, "Hmm... Looks like the work of Dr Animo. I'll run a DNA analysis back at the Beacon, but first I'll need to send this piece of crap to the scrap yard."

Humungousaur then faced Future Gwen and Future Ben before he ordered them, "Benjamin. Gwendolyn. I want you to contact security and get Rapidload's remains sent back to the Null Void whilst I..."

Humungousaur then saw the younger versions of Ben, Gwen, Nibbler and Stan who nervously waved to him.

Unimpressed, Humungousaur faced Future Gwen, Future Ben and Future Nibbler telling them, "What are our younger counterparts doing here?!"

"Chill out Stan 10K. We just brought them here to help you out. We care about you." Future Ben explained to Humungousaur with Future Nibbler saying, _**"We deemed it a good idea to help you get better."**_

Humungousaur scowled and crossed his arms before he turned around and muttered, "I don't need help to get better and I have got this all under control. Now please do as I've asked."

The adults nodded to Humungousaur who slowly stomped off only to be faced with his younger counterpart.

Feeling joyful and nervous, Stan 10 adjusted his brown glasses before he then asked Humungousaur, "So, I take it... You're me... Correct?"

Humungousaur merely remained silent whilst Stan excitedly rambled on, "So, does this mean that since you're older, then you must have met dozens of other people and heroes right?! And how many aliens do you have?!"

"Knock it off kid," Humungousaur warned his young counterpart before he stomped off only for Stan 10 to get in front of him again asking, "So, when can you give me more information about my other nine thousand nine hundred and eighty-five aliens?"

Humungousaur leaned down to Stan 10 and bluntly told him, "First off all, I don't care about what you want. And second of all, go back to the past and leave me be."

Humungousaur then moved away from the shocked Stan 10 before he changed via a flash of green light.

FLASH!

Stepping out of the flash of green light was an older version of XLR8.

XLR8 looked very similar to his younger counterpart except that his blue and black stripes, arms and legs were now brown instead.

His tail also had fewer stripes with his clothing being longer along with a stripe under his lower torso and a pair on his shoulders.

XLR8 was also bulkier and bigger with the Omnitrix symbol remaining in the middle of his chest.

XLR8 then ran off from the area leaving behind a brown and white rush line in his wake.

WHOOSH! ZIP! SCREECH!

As XLR8 ran off, Stan 10 couldn't help but think, _"How could someone as emotional as I am turn up so cold and heartbroken? What happened to my future self to cause that?"_

No longer thinking, Stan 10 turned around and saw both Gwen's place their hands on their hips before equally saying, "You could lose the attitude you know."

Young Gwen then grinned and looked at her future self before she said, "Wait a minute... Are you sure you're an older version of me?"

In response, Future Gwen removed her hood, kneeled and told her younger counterpart, "Actually, I've been going by Gwendolyn since I graduated from Friedkin University."

"University!? Ivy League?! Do I have a masters degree?!" Young Gwen rambled on in excitement and happiness.

"Well, she does. And we did great as well." Future Ben told Young Gwen with Future Nibbler present from Future Ben's left arm.

"So, what crazy stuff happens to us?!" Young Ben then asked his future counterpart with Young Nibbler hanging from Young Ben's right arm asking, _**"And how can we do magic?"**_

 _ **"Gwendolyn provided us with magical knowledge in our spare time. It helps that Benjamin's Anodite genes became active in his early to mid-20s allowing him to perform magical feats."**_ Future Nibbler explained to his younger counterpart.

"So basically, you both have the skills that my Ben and Gwen know amped up to eleven." Stan 10 accurately guessed scratching the back of his head.

Future Ben then chuckled and told the kids, "Look, Ben, Gwen, we didn't bring you all here to find out your futures. We came back to bring Stan."

Stan 10 then sighed and mumbled under his breath, "Why does everything always come back to me? I'm like a magnet for bad luck."

"That's not true at all Stan 10." Future Gwen told him before she explained, "You may have bad luck, but plenty of good luck will always happen in the end for you."

Young Gwen then noticed the wedding ring on Future Gwen's index finger before she asked her, "And I take it a wedding is an example of good luck?"

Future Gwen blushed slightly thinking about her marriage to Stan 10,000 before she regained focus and told Young Gwen, "Well, sort off. It was for me."

"Urgh... I hate mushy stuff like weddings." Young Ben snarkily muttered before Young Nibbler stated, _**"Hmmm... Same."**_

"I wouldn't say that younger me. That day was one of the most amazing day's we've ever witnessed." Future Ben began before Future Nibbler remarked, _**"It was indeed a wonderful sight to behold."**_

"Then that raises the question of who was the lucky guy that you got?" Young Stan questioned Future Gwen.

"Look, I think we should get back on track." Future Gwen stated before she told the kids, "We nabbed you both because it was the only way Stan would come along."

"So time travel is no big deal now?" Young Gwen asked her future counterpart who explained, "Sort of, it's a combination of knowing the right spell for the portal and where you end up."

"Plus you also have to take into account how your timelines work with alternate dimensions and how they can be tampered with." Future Ben explained to the group before Young Ben muttered, "Just like that whole debacle with Eon who was an alternate version of Stan a while back."

 _ **"You travelled in time and met an evil version of Stan? I would like to know about this."**_ Young Nibbler then informed Young Ben.

"Hello?! We've got bigger issues to worry about! Like the fact that my future self isn't acting like I am!" Stan 10 then bluntly reminded everyone.

 _ **"He's right, The situation is complicated though for us."**_ Future Nibbler remarked before Young Gwen crossed her arms and huffed out, "Tell me I didn't grow up to start agreeing with Mr Dork all the time?"

"Look, Stan 10,000 isn't a dork. He's just been going through a hard time and needs help from his younger self." Future Gwen explained to everyone.

Confused, Stan turned around and asked Future Gwen, "What would cause my future self to act so cold and irrational? I mean, I seem like I can handle anything, plus he seems like a cool person."

"Stan 10,000 may have mastered all the secrets of the Omnitrix, but that still doesn't make him prepared for everything. There's a crisis brewing that even he can't solve alone." Future Ben informed the group.

Then the cat symbol on Gwen's belt began beeping before a robotic voice blared out, "Danger alert in Sector 15-D."

"What's in Sector 15-D?" Young Ben asked the adults.

 _ **"Fort DNA-X. Earth's massive genetic depository with DNA samples from all over the known Universe."**_ Future Nibbler explained to Young Ben.

"Dr Animo. He's the one behind the crisis right?" Stan 10 questioned the adults who remained silent.

Ignoring the silence, Stan 10 then rambled on, "Dr Animo must have unleashed that Cybertronian from Fort DNA-X and now he's planning to get the rest of those alien DNA samples am I right?"

"Yes, you are. Now we should get moving." Future Ben said to Young Stan who smiled back and looked down at his recharging Omnitrix.

Before anyone could say anything, a familiar beeping was heard before the Rust Bucket drove up causing the adults to smile whilst the kids were shocked.

HONK! HONK! HONK!

"Hold on..." Young Ben began before Young Gwen muttered, "Is that the..." With Stan 10 finishing, "Rust Bucket?"

SCREECH!

The Rust Bucket came to a halt before the kids stared at each other in happiness.

Footsteps were heard inside the Rust Bucket before the side door creaked open.

Creak...

Opening up the door was an older version of Max who was wearing the same clothing and looked almost identical to his past counterpart.

The only difference was that Max was slightly skinner having lost weight whilst he also now had a larger beard covering his face with his hair and beard completely white.

"Gwendolyn, Benjamin, Nibbler. I thought that was you three." Future Max remarked with the same voice as his past counterpart although it was slightly gruffer.

The kids then appeared from behind the adults and replied at the same time, "And us!"

Future Max couldn't help but give off a shocked smile before he walked forward and told the group, "Well... I see someone finally figured out how to work their time portal."

"GRANDPA! UNCLE MAX!" The kids called out before they ran over and hugged the future version of Max who kneeled and hugged them all back.

Stan 10 couldn't help but cry slightly in happiness before Future Max pulled the kids back and happily remarked, "Now this is what I call a great gift, seeing you three again."

 _ **"Wait, it's your birthday here as well?"**_ Young Nibbler asked Future Max who explained, "Yep, I'm ninety today and looking good for it."

"Anyway, don't you still see us?" Young Gwen asked Future Max.

"Well, I see Benjamin and Gwendolyn a lot." Future Max told the kids before he sadly muttered, "And I used to see Stanley a lot as well."

"Look, it's great seeing you too, Grandpa." Young Ben mumbled out before snarkily saying, "But the same shirt? It was out of style twenty-five years ago."

 _ **"And it still is out of style almost fifty years on."**_ Young Nibbler then sarcastically joked.

"Hey. When you find a look that works, you want to keep it." Future Max reminded the kids.

"Uncle Max, we need a ride to Fort DNA-X. Can you take us there?" Stan 10 questioned the group.

"Of course, hop in everyone." Future Max told the kids and adults respectively.

As Future Max walked inside the Rust Bucket, the kids noticed that it was decked out and covered with futuristic technology with the old brown coating replaced by blue and silver computer technology.

"Woah! It's all teched out!" The kids yelled out together moving to the side booth whilst Future Gwen moved to the front seat with Future Ben standing up leant against the wall of the RV.

As Future Max and Future Gwen sat down in the front, Future Ben smirked and told the kids, "You ain't seen nothing yet kids." With Future Nibbler remarking, **_"You're going to love this."_**

Now sat in the driver's seat, Future Max pressed a blue button on the dashboard before the RV shook slightly.

Flick! Whirrr... Rumble...

The front of the RV extended out whilst the back formed into the plane wings forming above the engine whilst the roof pulled down revealing two more fins.

The kids thought they knew what would happen only for the RV to hover above the ground with the tyres retracting back into the vehicle.

"Woah! How is this even possible?!" Stan 10 shouted out in shock before Future Max chuckled and told him, "The Rust Bucket has been upgraded with technology from the latest in space travel technology."

WHIRRRR! RUMBLE...

"Hit it, Grandpa!" Future Gwen called out before the rocket boosters in the RV ignited before the large RV blasted off from the ground.

THWOOSH! ZIP!

As the Rust Bucket blasted off, Young Stan briefly noted some security and emergency response vehicles show up to hurl Rapidload's remains off to Fort DNA-X whilst repairing the statue as well.

Once up in the air, the three kids peered out of the window and saw New Hope City from the aerial perspective including major landmarks such as the New Hope City spaceport and the Beacon which dominated the skyline.

Still wondering about his future self, Stan 10 turned around and noticed Future Ben and Future Nibbler casually chilling against the wall while Future Gwen and Future Max were looking at the outside world.

"So, where exactly do I sleep?" Stan 10 asked the adults.

"In the Beacon which is your fancy headquarters and living space. Where else?" Future Ben calmly replied to Stan 10 with a focused grin on his face.

"Well, you're too good to stay with us anymore." Future Gwen told Stan 10 before Future Max remarked, "Guess you just have other priorities."

The kids remained silent before Stan 10 angrily complained, "Seriously? I'm being a loner and not hanging out with my family? Just what is going on with my future self?!"

Meanwhile with Stan 10,000 on top of the Beacon...

WHOOSH! ZIP!

XLR8 sprinted up the Beacon before he stopped and looked around seeing if anyone was nearby.

With no one around, XLR8 then transformed into a flash of green light back to his normal form.

FLASH!

Similar to the stone statue, Stan 10,000 had spikey black hair, that pointed upwards, a muscular build along with a brown furry Saiyan tail that was wrapped around his waist.

As for the body armour, he wore that covered his body, it was a dark brown colour which had green rims running along the outside with the back of the body armour having a large green and black Omnitrix symbol on it.

His thick boots and gloves were also coloured white with greenish rims running along the edge to copy the design of his armoured jumpsuit.

And yes his right arm did have the Omnitrix except it was larger and bulkier resembling more of a robotic gauntlet.

And the reason he no longer wears glasses is that his eyesight and vision improved as he grew older with his current age being thirty five years old.

Feeling calm and peaceful, Stan 10,000 allowed his brown Saiyan tail to unravel around his waist and let it flow freely before he ran his left gloved hand through his spikey black hair.

"Hmm... Nothing like a bit of fresh air and enjoying the view of what I've created." Stan 10,000 spoke out with a calm and mature voice that was deeper than his present younger counterpart.

Observing the view of New Hope City, Stan 10,000 adjusted his deep clear blue eyes and sighed in peace enjoying a brief moment of relaxation.

Inside, Stan 10,000 wished to be like this whenever he was around the general public and his friends and family, but ever since the Xenomorph and Yajuta massacre a few months back along with the upcoming anniversary of the battle of Earth...

It was simply too much for him to bear.

Remembering the horrific things he saw and witnessed that day along with the other bad moments over his long career caused Stan 10,000 to scowl in a mixture of anger and sadness.

 _"Damn it... Every day that goes by, I can't help but think about the people I've met and lost and if could have done anything to save them... Labrid, George, Coulson and..."_ Stan 10,000 nervously thought to himself.

Stan 10,000 then stood up and calmly paced whilst his brown Sayian tail wrapped tightly around his waist before he mumbled out, "Stay calm... Remain focused... Think about what positive things you have in life."

Looking down at his left glove, Stan 10,000 removed it and noticed a wedding ring on his index finger thinking about his wedding with Gwen and how amazing that day was.

Before Stan 10,000 could do anything else, the Omnitrix gauntlet on his right arm then beeped out, "Danger alert in Sector 15-D."

Scowling slightly, Stan 10,000 placed the left glove back on his hand before he stood up and darkly muttered, "Some people should learn just to give up while they still can."

Stan 10,000 then placed his index and middle fingers on his forehead before he used the Instant Transmission technique to head to Fort DNA-X and confront Dr Animo.

WHOOSH!

At the same time back at Fort DNA-X...

Fort DNA-X was a large skyscraper style tower that was located in the industrial outskirts of New Hope City.

The tower had large construction pylons and materials indicating the facility was mostly underground and that the tower was a disguise designed to trick people.

The Rust Bucket slowly parked outside the DNA storage complex and landed on the ground before Future Max called out, "Well, here we are."

Creak...

The side door then opened up before Future Nibbler stomped outside and told the group, **_"Stick together and watch our backs."  
_**

 ** _"Copy, older us."_** Young Nibbler told his older counterpart before the two Symbiote's charged off to the fort.

The two Gwen's then sprinted out whilst Stan 10 slowly exited the RV and noticed that Future Max wasn't moving.

"Aren't you coming with us, Uncle Max from the future?" Stan 10 asked Future Max.

Future Max looked up from the driving seat and told Stan 10, "Oh, No. No. You haven't needed my help for a long time."

"Well, that would make sense considering how different my future self is." Stan 10 snarkily joked back.

Future Max smiled and then told Stan 10, "Just make sure you say goodbye before Gwendolyn sends you back."

Stan 10 smiled brightly and held up his pinky finger and told Max, "Pinkie promise. Anyway, I've gotta go!"

Stan 10 then ran out of the futuristic RV before Future Max sighed slightly and looked down at the dashboard.

Now out of the RV, Stan 10 looked down at his Omnitrix and noticed it had now fully recharged.

"Excellent! Now time to go Shocksquatch!" Stan 10 eagerly stated before he activated his Omnitrix.

BEEP!

The green core rose up before Stan carefully scrolled through his silhouettes and gently tapped down the core becoming engulfed in a flash of bright green light.

FLASH!

The flash of bright green light quickly faded before a smirking Shocksquatch slammed his hands together with electrical energy sparking off them before his Omnitrix beeped out, "Gimlinopithecus DNA Sample activated."

"So, who's ready to beat Animo, Eh?" Shocksquatch told the combined group of past and present heroes who nodded back.

Smirking, Shocksquatch allowed Future Nibbler and Future Gwen to lead the group inside Fort DNA-X.

Inside the facility, the kids noticed various glowing yellow chambers that had large alien silhouettes inside of them.

"What's inside the pods?" Young Gwen asked the group causing Future Gwen to explain, "DNA samples that are stored within these chambers from all over the explored Universe. Stan 10,000 also uses some of the spare pods for personal storage back in his headquarters."

Just before anyone could say anything else, a large explosion of dust and debris occurred sending the group of five scattered onto the metallic floor.

WHOOSH! BOOM!

Future Nibbler quickly landed near Future Gwen with the adults landing on the floor ready to fight whilst Young Nibbler, Young Gwen and Shocksquatch skidded onto the metallic floor.

Recovering, the group of five then spotted Humungousaur slide across the floor before coming to a halt standing upright.

Grunting slightly, Humungousaur clenched his fists and noticed a grinning Shocksquatch nearby.

"Eh... You certainly like this dinosaur alien, don't you... What's his name anyway eh?" Shocksquatch eagerly asked Humungousaur.

Fed up with his younger counterpart, Humungousaur glared and told Shocksquatch, "It's called I don't care. Now get out of my future and go back to your past where you belong!"

WHOOSH! CRASH!

An empty DNA canister was then tossed out of the ground before a large gorilla hand emerged.

The figure was revealed to be a large humanoid gorilla animal that had white fur and a brown muscular chest.

In the direct centre of where the former head was, a metallic covering moved over to a blue canister with water in it.

In the canister was Dr Animo's head which had the pale green skin and black eyes, but his hair was now white and his right eye had a large downwards scar running down it.

"No one's going anywhere!" Future Dr Animo bluntly informed the speechless group.

Noticing the group, Future Dr Animo then chuckled and muttered, "I see that you have brought some help, Hopkins. After all, you're going to need it!"

Humungousaur clenched his fists and snarled back in response whilst Future Dr Animo explained to the group, "For every one of your endless Alien heroes, I can steal enough DNA to create an endless army of monstrous minions!"

"Oh really eh?! Well, think again, Dr Whackjob!" Shocksquatch shouted out before he sprinted towards Future Dr Animo with sparking electrical energy.

ZAP! SPARK!

Future Dr Animo merely smirked and slammed Shocksquatch in his face.

CRACK! PUNCH!

"GAH!" Shocksquatch yelled in pain before the Gimlinopithecus smacked right into the older Vaxasaurian that both slammed onto the floor.

WHOOSH! SMACK! THUD!

Future Nibbler then jumped forward before he reached into his back and took out some circular Symbiote balls that were similar to bombs and hurled them towards Future Dr Animo whilst Future Gwen aimed both of her hands and called out, "Kemo Char!"

SPLAT! BZZZT! WHOOSH! BLAST!

Future Dr Animo responded by ripping out a piece of the floor and using it as a shield to block the attacks which bounced back towards the group.

SMASH! CLONG!

Panicking, Future Gwen called out "Presidium!" and created a pink shield around herself whilst Future Nibbler quickly slammed his hands onto the floor and manipulated the surface to create a greenish blob wall that blocked the fiery spell and bombs.

BZZZT! SPLAT! SLITHER! Groan... WHOOSH! KA-BLAM!

Once the spell and the bombs exploded, Future Gwen and Future Nibbler skidded backwards slightly whilst Young Ben, Young Gwen and Young Nibbler watched on eager to fight.

Clutching his head in pain, Humungousaur glared at the dazed Shocksquatch and calmly thought, _"I don't need anyone to hold me back."_

Knowing what he had to do, Humungousaur leant down and grabbed hold of a mangled piece of pipe and tied it up around Shocksquatch's leg immobilizing his younger counterpart.

"Hey, what are you doing that for?!" An annoyed Shocksquatch complained before Humungousaur scowled and shouted in Shocksquatch's face, "Stay out of my way! I don't need anyone to help me out!"

Humungousaur then sprinted towards Future Dr Animo whilst Young Gwen and Young Nibbler ran over to help free Shocksquatch who was trapped.

Annoyed, Shocksquatch stood upright and angrily shouted out, "Ever heard of respect and tolerance?!"

Humungousaur ignored Shocksquatch's rant and began fighting Future Dr Animo.

Future Dr Animo attacked first by kicking Humungousaur in his chest, but the Vaxasaurian took the blow with stride and slammed his head onto Future Dr Animo's glass dome head causing it to crack slightly.

KICK! CRASH! SLAM! WHACK!

Future Dr Animo responded by trying to grab Humungousaur's tail, but Humungousaur prevented this from happening and slammed Future Dr Animo back onto the floor with his strength.

By now, Shocksquatch had been freed from the pipe and the remaining group had united together with Shocksquatch and Young and Future Nibbler reverting to normal.

FLASH! Splat... Slither...

Stan 10 scowled angrily and crossed his arms in annoyance before Young Ben asked his older counterpart, "Should we help or something?"

"No, he prefers it this way." Future Ben remarked with Future Nibbler saying, _**"He wants to do it by himself."**_

 _ **"That's just lazy. Our group is a team."**_ Young Nibbler bluntly pointed out watching as Humungousaur slammed Future Dr Animo onto the floor again.

SMACK! CRASH! WHAM! PUNCH!

"Well, there's no way, I'm helping my edgy future self." Stan taunted his older counterpart glaring at the floor in disbelief.

Future Gwen merely looked down at her stomach remaining quiet whilst Young Gwen quickly glanced at the wedding ring and her stomach putting the pieces together in her head.

As Future Dr Animo and Humungousaur grappled together, Humungousaur then transformed via a flash of green light turning into a different alien.

FLASH!

Shocked, Future Dr Animo was then smacked back by a large double-handed green and brown Omni-Wrench with electrical sparks.

SMACK! ZAP! THUD!

Future Dr Animo was sent flying back before an older and bigger version of Gadget Cat emerged.

Gadget Cat was very different from his younger counterpart with his build being muscular and larger with his fur now dark brown instead of black with the brown stripes being black instead making the colours that were the inverse of Gadget Cat.

Despite this, his eyes were the same as his younger counterpart from the past.

The brown combat armour with white stripes that Future Gadget Cat wore was bigger and also had military-style armoured gloves and thick armoured boots that were black.

The combat armour also had glowing green plates located on his shoulders whilst the Omnitrix symbol present on the left side of his chest instead of the direct centre.

Twirling the double handled Omni-Wrench around, Gadget Cat slammed the weapon down onto the ground causing Future Dr Animo to be sparked violently by the attack and sent tumbling back.

SLAM! ZAP! SPARK!

With that now done, Gadget Cat smirked and transformed again via a flash of bright green light.

FLASH!

This time a larger and bulkier version of Diamondhead emerged with his back Diamond shards now bigger whilst his lower ones had completely disappeared with his eyes now a bright blue colour.

Diamondhead looked almost identical to his past counterpart except that the top of his jumpsuit was now dark brown with his bottom being bright white and a pair of black boots near his trousers.

With a powerful grunt, Diamondhead slammed both of his fists down onto the ground causing a bunch of large jagged Diamond crystals to rise from the ground heading towards Future Dr Animo.

Rumble... CRACK! WHOOSH!

Future Dr Animo was covered up by the crystals before the mad doctor broke free and landed on the ground completely unharmed.

CRASH! WHAM!

"Not bad, but I've seen most of your tricks!" Future Dr Animo taunted Diamondhead before he grabbed hold of a nearby cargo crane and hurled it to Diamondhead.

Diamondhead rose up against his hands and was covered in Diamond before Future Dr Animo slammed down the cargo crane onto the older Petrosapien.

WHOOSH! SMASH! CRASH!

Future Dr Animo smirked only for another flash of bright green light to cover the area before a new alien appeared from the wreckage.

The alien was a humanoid tree alien that was around the size of Diamondhead and had humanoid tree stumps for feet and humanoid-like hands.

Looking closely, the alien also had numerous mossy stumps growing on his body with the Omnitrix symbol is present in the middle of his chest and like all the other alien's used by Stan 10,000, this one had bright blue eyes.

The Flora Colossus alien then stretched out his wooden arms that gained sharp twigs and slashed Future Dr Animo across his chest with the wooden twigs embedded in his ape-like body.

WHOOSH! STRETCH! SLICE! THUNK!

Future Dr Animo quickly shook his body pulling off the twigs before Stan 10,000 changed yet again.

FLASH!

Hearing the flash of green light, Future Dr Animo was then greeted by the ball of Cannonbolt smacking him right in the face.

Whirrr... Rumble... THWOOSH! KA-SMASH!

Future Dr Animo ended up flying into an empty DNA tank which fractured and collapsed before Cannonbolt morphed back to his regular humanoid form.

Cannonbolt looked very similar to his past self except that his eyes were now bright blue and that the bottom of his body was now pure black as was the top of his head.

"Oh boy, give it up for Mr edgy future self. Well done, bravo!" Stan 10 then snarkily taunted his future counterpart by sarcastically clapping before he asked Cannonbolt, "Speaking of, what do you call that wooden tree alien?"

"The aliens are not individual persons with names. They're just DNA samples that I use for my self and I don't name them anymore." Cannonbolt bluntly remarked to his younger counterpart before changing back into Humungousaur.

FLASH! THUD!

Stomping on the ground heavily, Humungousaur slowly walked over to Future Dr Animo and cracked his knuckles ready to end the battle.

"Seriously? That was part of the experience getting to know the aliens via gimmicky names." Stan 10 muttered under his breath.

Facing Future Dr Animo, Humungousaur glared at one of his oldest foes and taunted the mad doctor by saying, "You really should have retired and not becoming a cyborg."

"Considering how many times you foiled my plans, the feeling is mutual my old nemesis." Future Dr Animo replied to Humungousaur who kneeled and punched a hole in the wall.

SMASH!

Panicking, Future Dr Animo braced himself before Humungousaur grabbed hold of some nearby steel pipes from the broken wall and tied it around Dr Animo trapping him within the debris field.

"Hmph. Just what the doctor ordered." Humungousaur coldly joked before he turned around and spotted the others watching him.

"Well, I guess you did what you wanted on your own. Again." Future Ben muttered to Humungousaur whilst Future Nibbler stated, _**"Are you**_ ** _satisfied_** _ **with what you've done?"**_

Humungousaur smirked and crossed his arms before telling Future Ben and Future Nibbler, "Yeah, I am. I beat Dr Animo and he'll be going back to the Null Void where he belongs."

Humungousaur was about to reply before a familiar voice called out, "Did we detect a cry for help?"

The group looked over and saw a familiar blue teleport beam appear before they're eyes.

ZAP! WHOOSH! FLASH!

"The Galactic Enforcers have arrived!" Future Ultimos shouted out to everyone.

Humungousaur rolled his eyes before he transformed into XLR8 via a flash of bright green light and ran over to the Galactic Enforcers.

FLASH! WHOOSH! ZIP!

Screeching to a halt near the Galactic Enforcers, XLR8 opened up his mask revealing his bright blue eyes and told the three, "Show's over guys, I didn't need any help."

"It's a big world out there Stan, You could always save a couple of the bad guys for us, you know?" Future Ultimos suggested to XLR8.

"Oh please, what would be the point? I already kicked his ass." XLR8 mockingly taunted Future Ultimos before he said, "But since you're here, you can bring Dr Animo back to the Null Void chamber for me in the lower levels of the Beacon."

"Yeah, sure anything to help." Future Ultimos informed XLR8 before XLR8 suggested to Future Ultimos, "Oh and by the way, why don't you go help out another planet like Xandar instead of Earth?"

"We would, but Nova is quite busy over there currently." Future Ultimos explained to XLR8 who shrugged back and thought, _"Time to send the kids back home."_

XLR8 then zipped over and grabbed hold of Young Ben, Young Gwen and Stan 10 before he ordered Future Ben and Future Gwen, "Gwendolyn, Benjamin, I'll meet you back at the Beacon. Were going to send these kids back home."

Future Ben and Future Gwen merely nodded back whilst Future Nibbler emerged from Future Ben's right arm and did a thumbs up.

 _ **"Finally. We don't even want to be here."**_ Young Nibbler then snarkily muttered under his breath before Young Ben whispered to him, "We really shouldn't say stuff like that."

"Why not? Since my future self is edgy and thinks he's too cool for everyone else, then go ahead." Stan 10 pointed out to Ben.

Young Gwen then muttered under her breath, "I swear, I'm surrounded by idiots sometimes."

"Shut up and don't piss me off!" XLR8 ordered the kids before his mask flicked down and he ran off carrying the three kids in his arms.

WHOOSH! ZIP!

The Galactic Enforcers then looked at the adults before Future Synaptak asked them, "Why was there younger versions of you three?"

"Well, we're trying to get Stan 10,000 to be more like his younger joyful self, but it's not working out so far." Future Gwen admitted crossing her arms in annoyance.

 _ **"Plus we've had to deal with another**_ ** _Decepticon_** _ **attack which has made Stan, even more, grouchier than usual."**_ Future Nibbler then pointed out.

Future Tini then stepped forward and muttered, "It's a shame that Stan has become a cold and hard-driven shell of his former self."

"Yeah, which is why we're hoping that Stan 10 can get a breakthrough for Stan 10,000 soon." Future Ben optimistically informed the Galatic Enforcers.

"Best of luck to you three, then. We'll take care of Dr Animo." Future Ultimos informed the adults.

Immediately after that was said, Future Nibbler overtook Future Ben whilst Future Gwen flew up in the air.

Splat... Slither... Squelch...

The pair then left the Galactic Enforcers behind before they faced Future Dr Animo who sheepishly grinned saying, "Guess you got me now. There's nothing I can do."

Future Ultimos then rambled on about the Galactic Code of Conduct whilst Future Dr Animo glanced at an empty wall which read out 'XV-0001 has been moved due to the severity of the person inside.' Along with an old note on the wall that stated, 'Warning! Do not under any circumstances touch, look or move this DNA sample at all. Failure to comply will result in a life sentence in the Null Void. You have been warned.'

Future Dr Animo merely chuckled and smirked knowing what DNA sample that had belonged to before it had been moved.

It was Vilgax the conqueror who Stan 10,000 had beaten and sealed underground within the very depths of Fort DNA-X after his final defeat.

At the same time back in New Hope City...

WHOOSH! ZIP!

XLR8 ran through the various junctions of New Hope City being careful not to hit anyone or anything during his run.

Feeling curious, Stan 10 then asked his older counterpart, "So Dr Animo has been around this whole time along with some other villains we've faced?"

"That's correct, He escaped a few years back before the Cybertronian invasion of 2029, I wasn't sure if he was going to show up again. But now it looks like he won't be a problem anymore." XLR8 explained running up an escalator missing a Gamma Mutant who watched on wondering what had sprinted past him.

"What about Vilgax?" Young Gwen asked XLR8 before Young Nibbler muttered in shock, _**"You've all fought Vilgax and survived?! No way!"**_

Frowning under his mask at the horrible last fight he had with Vilgax, XLR8 then told the kids, "Long story. Let's just say that Vilgax tried to murder my mom and Uncle Max on a bad day. Enraged I then killed Vilgax after a long and harrowing battle. Once Vilgax died, I ripped the piece of shit apart and buried him into pieces. Then I sealed his decaying corpse below Fort DNA-X in a special vault located in the ruins of the old Plumber base in Mount Rushmore. That way, he would never see the light of day again and his legacy would be forgotten and buried."

The kids remained silent before Stan 10 muttered in fear, "Jeez... I can't believe I went that far..."

"I know it hurts to hear that, but I couldn't jail Vilgax without him escaping constantly and trying to kill me and my family. It was the only way to ensure that Vilgax would never come back permanently." XLR8 then gently told the kids showcasing his emotional side.

"So I guess the lesson we learned is that heroes only kill if nothing else can be done right?" Young Ben then questioned XLR8 who said, "Yes, It is necessary, I'm afraid. Now let's send you back home where you belong."

At the same time back at Fort DNA-X...

Future Tini removed the last of the debris that surrounded Future Dr Animo before they prepared to arrest him.

However, the mad doctor smiled before a hole in his suit exhaled out sleeping gas.

HISS! SPRAY!

The Galactic Enforcers were blasted by the smoke before they collapsed onto the metallic ground knocked out as a result.

Thud! Whack!

Smirking, Future Dr Animo mocked the group by declaring, "So much for the Galactic Code of Conduct now... Hah!"

Future Dr Animo then grabbed hold of the DNA vial for Vilgax before he muttered, "Now where would this secret underground chamber be located?"

Walking around the facility, Future Dr Animo then spotted a rusty futuristic hallway with a large warning sign present over the lift that stated, 'Warning, Restricted Area, Keep out.'

"Ah, that looks like the chamber where the remains of Vilgax is stored." Future Dr Animo noted before he slowly walked down the corridor.

Walking further into the corridor, Future Dr Animo noticed more warning signs that stated, 'Keep Out.' 'Danger of death.' 'Don't enter.' 'Hazardous Environment Area.'

"Hmm... It seems that the stories of Vilgax being Stan 10,000's most dangerous enemy was true if a secret vault was made to keep Vilgax hidden away." Future Dr Animo cautiously muttered before he finally reached an elevator that seemed ancient and old.

Moving over to the elevator, was one final warning sign that stated, 'Don't enter under any circumstances. This is your last warning.' with a Skull symbol next to it.

The mad doctor then pressed the button for the elevator before it slowly groaned and began its ascent down into the very Earth itself.

Waiting patiently, Future Dr Animo noticed that the metallic structure slowly being replaced with natural bedrock before the elevator finally arrived at its destination.

Steeping out of the elevator, Future Dr Animo couldn't help but mutter, "Hmm... This is very impressive for a giant vault, I must give my nemesis credit for that."

Inside the large chasm that had been built, Future Dr Animo noticed it was a large natural underground cavern located in the ruins of the old Plumber base in Mount Rushmore.

Large jagged steel pylons were built into the structure of the natural cavern along with decaying remnants of the former Plumber base that once existed over twenty-five years ago including some more modern technological aspects including the dim lighting that had been set up.

Moving out of the elevator, Future Dr Animo theorized that the support beams were used to stabilize the cavern that Vilgax was trapped into Fort DNA-X and the structure's above.

After over a few minutes of searching, Future Dr Animo finally found a dusty and ancient yellow DNA pod that was connected to a rusty old wall.

Approaching the pod, Future Dr Animo noticed that the side of the pod read out, 'XV-0001.'

The mad doctor then grabbed hold of the pod and ripped off the glass causing ancient yellow fluid and red blood to leak out of the DNA pod along with some spiders and flies which had been inside the containment device for many years.

Inside the DNA pod lied Vilgax's decaying corpse which had been ripped and mauled apart by Stan 10,000 during their last battle and had been left to rot for a long time.

Carefully aiming his genetic reconstruction device at the corpse, the DNA and cells of the supervillain began coming back together causing Future Dr Animo to smile.

WHOOSH! BZZTT! ZAP! SPARK! Whirrr...

"At last! It's so nice to finally meet you mister Vilgax, you will rejoin me so that you can finally kill Stan 10,000 for good." Future Dr Animo explained his plan.

As the DNA of the Chimera Sui Generis repaired itself, one of Vilgax's red eyes opened up and moved around twitching slightly.

At the same time back on the surface in the control room of the Beacon...

XLR8 ran into the control room for the Beacon and placed the group of kids down together.

Shaking his head briefly, Stan 10 looked around the control room and spotted the features including a balcony that went around the room along with a large computer monitor in the centre of the room along with other devices scattered everywhere.

"Woah... This is my headquarters?!" This is incredible! I guess I just hang out here a lot." Stan 10 suggested to the kids.

XLR8 then transformed into another alien in a flash of bright green light.

FLASH!

The alien that Stan 10,000 had turned into was an animalistic orange crab-like alien that had six crab legs and sharp pincers for hands.

His body was essentially a large circular head which had a massive pink brain inside which could be opened up via his skull plates.

The Omnitrix was located on a white and brown neck brace with his head also has a black stripe that ran down his head with a brown stripe in the centre of it.

The Cerebrocrustacean was known as Brainstorm having been first discovered by his teenage self in the early 2010s.

"I'm afraid that there is no time to casually chill out." Brainstorm said before he moved over to the central computer and scientifically explained, "I'm always patrolling the planet and the Galaxy to make sure it remains safe against Avengers level threats by working together with a larger group of more efficient heroes who work within different parts of the world and Universe. Thus, Stan 10,000 does not need to hang out or relax."

Stan 10 sighed and put his light black hair back to its normal self before saying, "Okay, as much as I enjoy saying fancy words like that, Don't I have a chance to just hang out with my friends and family anymore and be me?"

Brainstorm then scuttled over to Stan 10 and told him, "I'm afraid you'll learn soon enough my younger counterpart. As I've said countless times before, I have no desire to chill out or have fun anymore because I have more important priorities to attend to such as national security and keeping New Hope City safe at all costs. Now remain here and don't touch any sort of computer or machinery you three."

Brainstorm then moved back to the central computer and began inputting information into it along with checking and maintain what New Hope City needed for the long term future.

"Hmm... Let's see, Battle of Earth anniversary next week... A cursed day that... Azmuth wants to talk to me later this evening about advice... And of course spam! Who the hell sends me this crap anyway?" Brainstorm muttered in annoyance under his breath.

As Brainstorm typed on the computer, Young Gwen then told the other kids, "Hey, guys, can we have a moment to talk?"

The boys then followed Young Gwen out of sight before she kneeled as Young Ben asked her, "So what's up?"

"Well, I noticed that my future counterpart has been wearing a ring on her index finger." Young Gwen pointed out.

"So? It's jewellery Big whop de do." Young Stan joked to her.

Facing Young Stan, Young Gwen then told him, "Hello?! It's not just any ring, it's a wedding ring."

 _ **"Wait. Are you suggesting that Gwendolyn is married to someone? But who do you think it is?"**_ Young Nibbler then loudly blurted out whilst the boys remained silent.

Feeling nervous, Stan 10 looked around before he told the other kids, "I'm going to look around."

"Count us in!" Young Ben shouted out before the two boys ran over to a nearby wall.

"He said not to touch anything you three." Young Gwen warned them.

Young Ben grabbed a nearby Hoverboard from the wall whilst Young Stan said, "Why should I listen to my future self? You aren't listening to him."

Young Ben then jumped on the Hoverboard before it flew off around the complex with Young Ben and Young Nibbler laughing together in sync.

Frustrated, Young Gwen narrowly avoided being hit by the Hoverboard before Brainstorm noticed what Young Ben was up to and shouted out, "Benjamin Kirby Tennyson! That experimental XJ987 Hoverboard I designed isn't for you to utilize!"

Whilst everyone else was distracted, Young Stan took the opportunity to look around the base before he noticed a small futuristic drawer and began fumbling around inside out of curiosity.

Beep... Thunk!

A nearby automatic door with the Omnitrix symbol then hissed open before Future Ben and Future Gwen walked into the control centre watching Young Ben flying on the Hoverboard whilst Brainstorm tried to get him off his invention.

 _ **"Well excuse us, but you're being a grumpy**_ ** _Cerebrocrustacean who's been more useless then helpful."_** Young Nibbler taunted Brainstorm.

That was the last straw for Brainstorm who opened up his skull plates and fired out a shot of electrical energy towards the Hoverboard causing Young Ben to fall onto the metallic ground.

ZAP! SPARK! THUD!

"I said don't touch my scientific property!" Brainstorm angrily ranted before he noticed Stan 10 was missing and stated, "Now where did my younger self get off to?!'

BOOM!

"Seriously?! How was I supposed to know that would blow up?!" Stan 10 shouted out in disbelief and confusion.

Frustrated, Brainstorm scratched his head in annoyance whilst Stan 10 slowly moved over to Brainstorm and said, "I'm sorry, for well... Blowing that thing up."

"That thing you blew up was an invention I was working on in my spare time! How dare you ruin that for me!" Brainstorm angrily lectured Stan 10.

Infuriated, Stan 10 then got angry and told Brainstorm, "Well says the guy who's being a hypocrite! You're acting like an ass!"

Brainstorm then morphed into Humungousaur via a flash of bright green light and shouted at Stan 10, "Oh really?! I'm the asshole?! Well, at least I don't my fricken stupid emotions get the better of me!"

FLASH!

Stan 10 then transformed into Four Arms via a flash of bright green light as well in response.

FLASH!

"How dare you! My emotions define who I am! At least I care about my friends and family and don't be a damn hermit that doesn't interact with other people! I bet you are one!" Four Arms angrily raged towards his older counterpart.

Annoyed, Humungousaur angrily and muttered, "You should have just stayed in the past, brat."

Humungousaur prepared to fight Four Arms only for the two Gwen's to get in the way of their respective Stan.

"Stan, you've got to calm down right now!" Both Gwen's remarked at the same time.

Four Arms sighed and nodded before he stepped back and told Young Gwen, "I'm sorry about that Gwen. I shouldn't have gotten hotheaded like that."

Young Gwen smiled and gently told Four Arms, "It's okay, you just got in the heat of the moment."

Four Arms nodded back and called out, "Stan." Before he transformed back to normal in a flash of bright green light.

FLASH!

As the kids regrouped together, Humungousaur sighed and told Future Gwen, "Why did you even bring our younger counterpart's here?! It's done nothing but cause me stress and annoy me."

"Look, Stanley, we've talked about this before. You need to learn not to be so hot-headed and we thought that getting help from your younger counterpart would help you to be more open and honest with us." Future Gwen admitted to Humungousaur.

Confused, Humungousaur then decided to do something he hadn't done for a while.

Change back to his normal form in front of other people.

FLASH!

Hearing the flash of green light, Stan 10 turned around and was surprised to see Stan 10,000 standing there in his normal form.

"Woah! So that's what I look like as a grown-up... Wow..." Stan 10 nervously mumbled under his breath before Young Gwen blushed and whispered, "You look really cool like that."

Walking over Young Ben then told a blushing Stan 10, "Hey, you have some kind of furry belt around your waist."

 _ **"It's some kind of tail I think..."**_ Young Nibbler droaned on as the kids watched the adults talk.

Standing above Future Gwen, Stan 10,000 placed his hands on her shoulders and said the following, "Gwendolyn. I married you because I feel in love with you all those years ago. Plus you helped me out for emotional support. But you know why I can't be more Joyful around you and the others. Ever since the..."

"I know what you mean, Stanley. But you can't let this guilt burden you anymore. You need to learn to be more lively and sociable like your younger self." Future Gwen truthfully told Stan 10,000.

Sighing, Stan 10,000 allowed his tail to unravel around his waist before he stepped back and crossed his arms before declaring, "I know... But it's not easy to do something like that. Especially when you've been fighting with so much guilt and trauma for a long time over the mistakes I've caused."

"We've all made mistakes in our life, Stanley. You're not alone in this. Hell, Me and Nibbler have made plenty of mistakes. We're here to support you. You're like my best friend and brother for life." Future Ben informed Stan 10,000 by placing his hand on his back.

 _ **"Ben's right, It is not healthy for someone of your experience to be feeling guilty like this. And yes we do make mistakes in life and we are affected by what we go through. But we keep moving** **forward and remember those we've known about through our lives."**_ Future Nibbler informed Stan 10,000.

Future Gwen then moved to her husband and tenderly stroked his brown furry tail before remarking, "And don't forget we got married because of the way you inspired others and that I love you. And I'm here to support you just like Grandpa, my parents and yours along with my cousin. You have so many other friends and family to rely on throughout the Universe as well. You don't need to be alone like this anymore."

The kids merely watched on before Future Ben and Future Gwen moved away from Stan 10,000.

Feeling very happy for the first time in a long while thanks to his friends and family, Stan 10,000 sighed happily before he turned around and said, "Ah jeez... I'm sorry..."

"Red Alert! Sector 1A-Centric! Red Alert!" The automated security system for the base went off.

"What's the problem now?!" Stan 10 pointed out before Stan 10,000's brown tail wrapped around his waist as he glared and muttered out, "My business. Not yours, I'm afraid."

Stan 10,000 then faced the adults and asked Future Gwen, "Gwendolyn, please open a portal and send the kids back home where they will be safe. We can talk about this life drama later."

Stan 10,000 then placed his index and middle fingers on his forehead before he vanished from the Beacon in light speed.

WHOOSH!

Once Stan 10,000 vanished, Stan 10 smirked and bravely told the others, "Well, I'm not going anywhere. You brought me here to guide Stan 10,000 back on the right path and that's related to Sector 1A-Centric. So where is this sector?"

"It's sixty-one stories below us." Future Gwen informed Stan 10 right before her green eyes widened in shock and said, "Right where the Null Void Projector is!"

"Oh shit! We need to get down there and help Stan 10,000 as a team!" Future Ben ordered the others who agreed together.

And so Sixty One stories below the main headquarters of the Beacon...

Future Dr Animo was busy typing commands into a control panel near a massive Null Void projection device which dwarfed the chamber.

"That's far enough Animo!" Diamondhead's voice then called out to the mad doctor.

Turning around, Future Dr Animo spotted Diamondhead and merely chuckled saying, "I'm afraid the game has just begun!"

Diamondhead morphed his limbs into Diamond swords and told him, "Well, the game is about to end right after I curb stomp your ass and send you back to the Null Void!"

"Oh, but it's only just beginning Hopkins." Future Vilgax's voice mocked Diamondhead.

Shocked, the older Petrosapien turned around as Vilgax's large cybernetic foot then slammed down onto the metallic ground.

KA-THUD!

"What the hell?! You should be dead and sealed off in that chamber Vilgax!" Diamondhead shouted out to Future Vilgax who revealed himself.

Future Vilgax looked similar to his past self except that his green skin was greyer and more decayed whilst he still had his six tenacles and breathing mask strapped around his face.

Future Vilgax was also wearing a red spandex suit that covered his body with no sleeves.

Perhaps the most disturbing feature is that Future Vilgax's right arm was massively swelled up and bigger than his normal left arm with a matching pair of spikes juddering from it.

"Surprised to see me after all these years? The good doctor was more than kind enough to free me from the infernal prison you trapped me in! And this time, I will kill you slowly and painfully for the mutilation you endured on my body!" Future Vilgax hatefully ranted to Stan 10,000.

"You had that coming long after you tried to kill my mom and Uncle Max. I've been looking forward to killing you again so that I can make sure you never come back." Diamondhead also hatefully ranted back to Future Vilgax.

"We shall see. Hopkins. Now perish!" Future Vilgax shouted before he charged towards Diamondhead who muttered out, "Oh yeah, this is not going to be easy."

Future Vilgax quickly stomped over towards Diamondhead who morphed into Ghostfreak via a flash of bright green light and became intangible.

FLASH! Whoosh... THUNK!

Future Vilgax then turned around and watched before Ghostfreak remerged and became tangible again.

Unlike his younger counterpart, Ghostfreak now had pale white skin with the thick black lines running across his body reaming the same.

His hands now had spikey claws on them with the bottom of his tail being ripped open revealing the true skin underneath which had white lines and black skin.

Ghostfreak's singular eye was also now a bright blue colour like all the other future aliens with the Omnitrix symbol remaining on his lower left chest.

Ripping the skin of his chest, Ghostfreak floated upwards and hurled his thick black tentacles towards Future Vilgax.

RIP! SLURP! THWACK! SLAP!

Future Vilgax calmly grabbed hold of the tentacles and hurled Ghostfreak towards the metallic ground.

"Urgh..." Ghostfreak grunted in pain before he noticed Future Vilgax jump upwards ready to crush him.

Shocked, Ghostfreak then transformed back into Humungousaur in a flash of bright green light ready to continue the battle.

FLASH!

Humungousaur barely had time to react before Future Vilgax shouted and punched the older Vaxasaurian directly through a steel wall.

SMASH! CRASH! RUMBLE!

Junk, and debris from the wall landed on the nearby area causing Future Dr Animo to mutter out, "Another victory for Doctor Aloysius Animo."

Future Dr Animo then stomped off towards the gigantic Null Void projector before he was attacked by blasts of pink magical energy and green Symbiote tendrils which both exploded.

BZZZT! SPLAT! SLITHER! BLAM!

Future Dr Animo was sent flying onto the floor before Future Gwen pointed out, "Dr Animo's trying to open the Null Void chamber."

The group had regrouped together with the Ben's in their Nibbler forms whilst the Gwen's had their hands glowing with pink magical energy.

 _ **"And free all of the criminal scum that we captured over the years."**_ Young Nibbler accurately informed Future Gwen before Young Ben told everyone, "Hey, look!"

Looking around, Stan 10 then spotted Future Vilgax stomp down on Humungousaur's large tail.

STOMP! CRUSH!

"GARGH!" Humungousaur shouted out in pain causing Future Vilgax to chuckle and declare, "You have no chance of victory and you will, therefore, die Hopkins. In the meantime, I shall enjoy this cold-blooded torture before I kill your allies one by one starting with the Tennyson girl you have fallen in love with."

Humungousaur growled and attempted to punch Future Vilgax back in anger and rage but ended up getting tossed onto the floor like a ragdoll once again by Future Vilgax.

PUNCH! CRACK! SLAM!

Seeing Future Vilgax caused Stan 10's bright blue eyes to widen in shock before he began shaking in fear and muttered out, "Vil... Gax... No... Not him..."

Young Gwen then ran over to Stan 10 and told him, "I know that Vilgax scares the crap out of you, but your older counterpart needs your help."

 _ **"Our younger cousin is right, you must assist Stan 10,000 and beat Vilgax. Because if he kills Stan 10,000, then you may cease to exist. But I don't know if that will happen."**_ Future Nibbler warned Stan 10 before Future Ben said, "Did you understand all of that?"

That was enough to cause Stan 10 to gasp in shock before he muttered, "So if my future self is killed, then that would cause some kind of paradox effect to wipe us all out causing this future to never happen!?"

"Uh, I guess so? Time travel and alternate dimensions are weird." Young Gwen mumbled to Stan 10.

Focusing on Future Vilgax, Stan 10 ordered the pair of Gwens, and Nibblers, "Takedown Dr Animo. Vilgax is mine."

"With pleasure," The pair of Gwen's told Stan 10 before the pair of Nibblers said, _**"Copy that boss."**_

The group of four then ran off to fight Future Dr Animo whilst Stan 10 calmly closed his blue eyes and whispered "Gadget Cat."

FLASH!

"Lombax DNA sample activated." The Omnitrix blared out before Gadget Cat smirked and held onto his Omni-Wrench before declaring, "Time to save the future."

SMASH! CRACK! WHAM!

Humungousaur was sent out flying from the back before skidding across the platform before coming to a complete stop near the edge of the balcony.

Feeling his nose bleed along with his body aching, Humungousaur groaned out and angrily complained, "Jesus Christ... That fricken hurt..."

Humungousaur slowly stood up and kneeled back down on the ground before Future Vilgax stomped over to his arch-rival and said, "Don't tell me you're giving up now Hopkins."

Humungousaur glared and was about to remark back to Future Vilgax before Gadget Cat called out, "No, I'm not!"

A powerful blast of white nano energy then blasted into Future Vilgax's back.

Flick! WHIRRR... BLAST! ZAP! SPARK! Rumble...

Future Vilgax ended up being briefly stunned before he noticed Gadget Cat leap through the air and land in front of Vilgax carrying a large cannon weapon of some kind.

The weapon, in turn, was a large futuristic, silver and blue shoulder-mounted weapon which had a left-hand grip on it.

The centre of the weapon also had five nozzles which could open and close after the weapon was fired and when it was not being used.

Placing the weapon known as the Alpha Disruptor on his shoulder, Gadget Cat told Future Vilgax, "Say hello to the Alpha Disruptor, Vilgeek!"

Future Vilgax was shocked before he demanded Gadget Cat, "What?! How dare you mock me you pathetic Lombax! You are lucky that you are of no interest to me, Now step aside so that I can make the mighty Stan 10,000 suffer for what he has done to me."

"Get out of here! This is my fight, not yours my younger self." Humungousaur bluntly informed the young Lombax.

When are you going to get it through your thick skull? Is this is your fight, then I'm going to fight as well." Gadget Cat replied to the older Vaxasaurian who titled his head in confusion before smiling.

"You're right... Together the two of us combined will be more than enough to kick Vilgax's ass. Now let me show you a way of changing back without calling out a name." Humungousaur suggested to Gadget Cat before he tapped the Omnitrix symbol with his large right hand.

Tap! FLASH!

Immediately, Gadget Cat was engulfed in a flash of bright green light before he emerged as Four Arms right next to Humungousaur.

"Hey! I didn't know you could tap the Omnitrix symbol as well to change quickly." An eager Four Arms muttered to Humungousaur who said back, "The best part is that feature can work even when the Master Control function is deactivated and you're on Normal mode."

"Enough of this foolishness! It doesn't matter how many versions of you are present here. I will kill you all one by one from the multiverse if I have to!" Future Vilgax boomed out interrupting the conservation.

Both of the aliens glared towards Vilgax before Four Arms asked Humungousaur, "So what do you say we beat Vilgax then?"

"I agree. But how about a change of pace?" A grinning Humungousaur quoted before he transformed in a flash of bright green light.

FLASH!

Appearing from the flash of green light was an older and bulker version of Wildmutt.

Wildmutt now had a furry orange tail along with a series of brown stripes running across his body.

His body was now more feline-like and the Omnitrix symbol was in the centre of his forehead.

"ROAR!" Wildmutt roared out before he sprinted towards Future Vilgax before Four Arms also charged after him.

SMASH! WHACK!

As the Null Void chamber slowly opened revealing a large yellow portal, Future Gwen flew up in the air and hurled numerous magical bolts of mana energy towards the mad geneticist.

BZZZT! WHOOSH! BLAST! BOOM! CRASH!

Future Dr Animo narrowly avoided being hit by the projectiles before Young Gwen user her acrobatic skills and kicked Future Dr Animo in his chest.

WHOOSH! KICK! THUNK!

Annoyed, Future Dr Animo hurled Young Gwen off him and tossed her onto the floor right before Young Nibbler came charging in and attacked.

With his fists now twice the size of what they were before, Young Nibbler managed to punch Future Dr Animo's glass head.

SPLAT! WHOOSH! THUD! CRACK!

Annoyed, Future Dr Animo hurled Young Nibbler off him right before Future Nibbler morphed both of his arms together and formed them into a goop missile launcher before he unleashed a large green missile made of gloop towards Future Dr Animo.

SPLAT! WHOOSH! BOOM! SPLAT! Rumble...

Future Dr Animo quickly pulled the green goop of his body before the group of past and future counterpart's regrouped together.

The Null Void chamber then began shaking slightly as large grey alien tentacles slowly appeared with other hands of criminals and villains beginning to appear causing the heroes to gasp in shock.

 _ **"The Null Void portal is getting bigger! We've got to keep pushing forward!"**_ Young Nibbler informed everyone.

"Foolish Tennysons! No of you will keep me away for long!" Future Dr Animo shouted back to the group.

Furious with that statement, Future Gwen cupped her hands together and shouted out, "Appendgae-A Regoria!"

BZZZT! WHOOSH! ZAP! SPARK!

Future Dr Animo then ended up floating in the air paralyzed by pink magical energy before Young Gwen called out, "Adfishio Potentia!"

At the same time back outside...

PUNCH! WHAM! THUD!

Wildmutt was sent skidding to the side after Future Vilgax punched him to the side.

Four Arms then charged in and began punching Future Vilgax who was initially caught off guard but blocked some of the attacks with his large right hand.

PUSH! SMASH! CRASH! WHAM! THUD!

Future Vilgax then grabbed hold of Four Arm's right hand with his enlarged hand before crushing the hand painfully.

CRUNCH!

"GAH!" Four Arms shouted out in pain before Future Vilgax's right arm zapped with red energy before he punched Four Arms headfirst into the ground.

ZAP! SPARK! KA-THUD! SMASH!

"MPHH!" Four Arms grumbled from underneath the ground as Wildmutt watched on frowned and transformed into another old alien via the bright green light.

FLASH!

The alien that emerged this time was an older and bulkier version of Heatblast who had a bigger body and his eyes remained the same.

He also had a pair of miniature volcanos on his shoulders that were erupting off flames with the Omnitrix symbol still in the middle of his chest.

Placing his hands together, Heatblast fired out a massive heatbeam towards Future Vilgax who raised his arms to block the attack.

WHOOSH! KA-BLAST!

With thick smoke covering Future Vilgax, he then charged forward and uppercutted Heatblast sending the older Pyronite flying up in the air.

SMACK! PUNCH!

Heatblast then transformed into another alien in response via the flash of green light.

FLASH!

This time it was an alien that was wearing a mechanical humanoid who wore a green and black outfit on the parts of his body.

He had four gloved fingers on each hand with nozzles and openings on them to eject out various gas types.

He also had two more nozzles on both of his arms and shoulder with numerous openings on his body as well.

Finally, he wore a belt that had glowing green gas inside with the Omnitrix symbol present on a gas mask covering his mouth.

The alien was known as Gutrot and was a gaseous humanoid known as a Turqruid.

Aiming out both of his hands, Gutrot fired out some Sulphur Dioxide gas towards Future Vilgax that was light green.

HISS! WHOOSH!

Future Vilgax jumped over the toxic gas and landed on the ground before he aimed out his smaller left hand and fired out a rope that flew towards Gutrot.

WHOOSH! GRAB!

"GAH!" Gutrot called out in a robotic accent before landing on the ground injured.

Smirking, Future Vilgax then taunted Gutrot by declaring, "You think you can destroy me?!"

Gutrot merely transformed into Brainstorm via a flash of bright green light and went on the offensive.

FLASH!

Opening up his skull plates, Brainstorm scuttled around firing electrical energy beams from his head to Future Vilgax.

ZAP! SPARK! THUNK! ZAP! SPARK! THUD!

"I have analyzed every one of your pathetic aliens, Hopkins." Future Vilgax continued taunting his arch-rival before he held out his large right hand and fired out some mines towards Brainstorm which then exploded.

Thunk! Whoosh! Thud! BOOM! BLAST! KA-BLAM!

Brainstorm then tumbled across the ground before skidding to a halt as Future Vilgax explained, "Dr Animo also programmed the moves of your aliens into my new DNA allowing me to combat anything you throw at me."

FLASH!

Humungousaur groggily glanced up from the ground only for Future Vilgax to grab hold of Humungousaur's neck and slam the old dinosaur alien onto the ground blocking his vision.

GRAB! THUD!

"Gahhh!" Humungousaur cried out in pain struggling to breathe before Future Vilgax told Humungousaur, "Nothing you do can surprise me anymore! Now it's time for you to perish Hopkins!"

Future Vilgax then grabbed hold of Humungousaur's body and dragged him upwards before using both of his hands to choke Stan 10,000 to death by disrupting the airflow to his neck and brain preventing him from fighting back.

Struggling to breathe properly, Humungousaur's cheeks slowly became blue and pale before Future Vilgax darkly chuckled and declared, "You've failed for the last time."

 _"No... This can't be the end for me! I have to change... Use my..."_ Humungousaur narrowly thought before he could barely think anymore.

Humungousaur's blue eyes slowly closed before the ground began rumbling right before...

Whirrr... Rumble... THWOOSH!

"LEAVE MY FUTURE SELF ALONE VILGAX!" Cannonbolt then called out from behind the future tyrant.

Shocked, Future Vilgax dropped Humungousaur onto the metallic ground and quickly used his rope ability to grab hold of Cannobolt who had rolled up behind him.

WHOOSH! GRAB! THUNK!

Cannonbolt angrily glared at Future Vilgax before he chucked and muttered, "I recognise you Stan 10. Hmm... If I can't kill your older self, the younger self shall do nicely."

"Claws off my nephew, Vilgax!" A familiar voice then loudly shouted out.

Future Vilgax turned around and was then blasted by a huge blue beam of energy.

CRACKA-BEEP! WHOOSH! KA-BOOM!

Future Vilgax was sent flying off due to the nature of the energy weapon before being buried in rubble from the Beacon's structure.

WHIRRRR! RUMBLE...

With Future Vilgax beaten briefly, Humungousaur and Cannonbolt quickly recovered and glanced towards The Rust Bucket which floated down near the balcony with the side door open.

There, Stan 10 noticed that Future Max was donning the same weapon he had used against Past Vilgax when Stan 10 had first met him.

"Are you two alright?!" Future Max questioned the Omnitrix aliens.

"Yeah, I'm fine. Thanks for helping us out, Uncle Maxwell." Humungousaur thanked his great uncle smilingly slightly before crossing his arms.

Nodding back, Future Max then faced Cannonbolt who told Future Max, "Help the Gwen's and the Nibbler's, they're in the Null Void Chamber!"

"Got it!" Future Max replied before the side door closed.

THUNK!

The Rust Bucket then blasted off from the balcony leaving the two Omnitrix aliens alone on the balcony.

THWOOSH! ZIP!

Future Vilgax then charged forward, grabbed hold of Humungousaur and Cannonbolt before the trio fell off the balcony down into New Hope City below.

SHOVE! WHEEE...

During the freefall plunge, Future Vilgax, Cannonbolt and Humungousaur all exchanged various blows and punches with each other before they both jumped and grabbed hold of Future Vilgax's back.

"Brace for impact!" Cannonbolt warned Humungousaur before they slammed through a large pathway that was connected to a pair of buildings.

WHOOSH! SMASH!

The stone pathway shredded into rocks and rubble before a crowd of Humans and Aliens alike spotted the trio falling below.

"MOVE OUT OF THE WAY!" Humungousaur warned the crowd right before they all slammed into the ground.

KA-CRASH! WHAM! SMASH!

Junk, debris and rubble were sent flying from the massive impact crater which quickly filled the surrounding area with large rocks and dust.

At the same time back inside the Beacon's Null Void Chamber...

WHOOSH! SLICE! SPLAT! THUNK!

Future Nibbler attempted to slice Future Dr Animo with both his arms morphed into spikey swords, but Future Dr Animo then grabbed hold of one of the swords and hurled Future Nibbler onto the ground.

WHOOSH! GRAB! SLAM!

Young Nibbler then jumped forward in front of Future Dr Animo confronting the mad geneticist with his fists enlarged and bigger.

"You can't protect yourselves and the Null Void at the same time." Future Dr Animo taunted Young Nibbler who smirked and muttered, _**"Oh yeah?! Well, we beg to differ."**_

Confused, Future Dr Animo turned around and noticed Future Nibbler leap upwards before he hurled some more Symbiote balls from his back and called out, _**"Double trouble, Animo!"**_

WHOOSH! SPLAT! BLAST! BOOM!

The bombs then exploded covering Future Dr Animo in Symbiote goop before Young Nibbler began firing tendril blasts towards Future Dr Animo which stunned him before the Gwen's attacked again.

"Kemo Char!" Both Gwen's called out before they unleashed flame magic upon Future Dr Animo.

BZZZT! WHOOSH! BLAST!

Future Dr Animo climbed onto the roof in response and punched Future Gwen face-first causing her to tumble onto the floor.

SMACK! PUNCH!

Knowing that Future Gwen was pregnant, Future Nibbler angrily roared out, _**"RARGHH! NO ONE HARMS OUR COUSIN ESPECIALLY WHEN SHE'S PREGNANT YOU BASTARD! GRRARGHH!"**_

Young Nibbler and Young Gwen were shocked by this revelation before Young Nibbler loudly shouted out, **_"GWEN AND STAN ARE GOING TO HAVE KIDS?! WHAT?! HOW?! WHY!?"_**

Young Gwen ignored Young Ben's breakdown before he then yelled at Young Nibbler, "FOCUS AND SHUT UP YOU TWO! WE CAN TALK ABOUT IT LATER!"

Future Dr Animo then chuckled and declared, "Well at least, I'll have the pleasure of wiping out Hopkins'es offspring and preventing his family from causing me any more trouble, Tennyson!"

Future Nibbler then charged in, formed a massive two-handed battleaxe from his hands and attempted to impale Future Dr Animo with the massive weapon.

SPLAT! SLITHER! SQUELCH! WHOOSH! SLICE!

But Future Dr Animo grabbed hold of the large battle axe and impaled Future Nibbler with it right before ripping it from his chest with his large hands.

SLASH! SQUELCH! THUNK!

Future Nibbler couldn't help but gag in pain before he stumbled around in shock right before he collapsed onto the floor near Future Gwen before morphing back in Future Ben's body.

KA-THUD! Splat... Slither...

Young Nibbler and Young Gwen then charged in attacking before Future Dr Animo simply grabbed hold of them and tossed them both to the side.

WHOOSH! THUNK! WHAM! Splat... Slither...

Like his older counterpart, Young Nibbler slowly oozed back into Young Ben's body whilst Young Gwen clutched her head and groaned in pain.

Seeing his opportunity to end the battle, Future Dr Animo stomped over to Young Ben and Young Gwen and prepared to crush them both.

"Hey, dweeb! If we don't make it out of this, then thanks for being a great cousin!" Young Ben then shouted to Young Gwen who said back, "Same here doofus!"

However, a robotic arm then stretched out and grabbed hold of Young Gwen and Young Ben's arms narrowly missing Future Dr Animo's attack.

WHOOSH! STRETCH! GRAB! THUNK!

Looking upwards, the kids saw Future Max stretching back his arm which went into his normal body.

"Grandpa?! When did you get that?!" Young Gwen asked Future Max who held out his metallic right arm which morphed into a large energy cannon.

BZZZT! WHOOSH! Whirrr... ZAP!

"A lot can happen in twenty years." Future Max explained to Young Gwen before Young Ben pointed out, "Cool, You're just like Cyborg!"

Future Max nodded back before Future Gwen and Future Ben appeared near their younger counterparts ready to fight again.

"Come on! Let's show him what the Tennyson family is made off past and present!" Future Max ordered the others.

Nodding, both of the Gwen's eyes glowed pink with Mana energy whilst the Nibblers overtook their respective Ben's slowly with their Symbiote powers.

SQUELCH! BZZZT! SPLAT! ZAP! SLITHER! SPARK!

Future Dr Animo's jaw dropped in shock before he muttered, "Max Tennyson?! I thought you were retired! Then again... I can beat all of you at once!"

The entire Tennyson group merely charged towards Future Dr Animo who gritted his teeth in annoyance.

At the same back outside in New Hope City...

The massive crater left behind from the fall was deserted except for two Omnitrix aliens who stomped away from the wreckage.

Clutching his right arm in pain, Humungousaur then popped the bone back into place and moved his right arm around making sure it was working before he kneeled onto the ground.

"I can't beat Vilgax again... I'm just not strong enough like this." Humungousaur mumbled under his breath with his brown tail dropping behind him.

"Just because he knows how all your alien's fight doesn't mean that Vilgax can't be beaten. But does he know what Stan Hopkins can do?" Cannonbolt advised his older counterpart.

Humungousaur glanced at his younger self before Cannonbolt explained, "I don't know how strong you are right now. But I just hope that you haven't forgotten you're true self and that we can beat Vilgax for good."

"You're right... The only way we can beat Vilgax is to not use the Omnitrix. Pretty smart, younger me." Humungousaur muttered to Cannonbolt who couldn't help but smile back.

Thunk!

A mine then landed on the ground before it exploded catching the Omnitrix aliens off guard.

BOOM!

Humungousaur was sent tumbling back before Cannonbolt skidded on the floor and blinked his eyes before he spotted Future Vilgax climb out of the crater and stomp forward.

KA-THUD! THUNK! THUD!

"You're finished both of you!" Future Vilgax taunted the heroes before Humungousaur transformed back to his normal form.

FLASH!

Cannonbolt turned around and was greeted with Stan 10,000 who walked forward and told his younger self, "Maybe it's time I did start fighting like you again."

Stan 10,00 then crossed his arms and allowed his tail to wrap around his waist tightly around him before he gave a Sayian death glare towards Future Vilgax.

Cannonbolt merely smiled back and thought, _"Seems like my future self is ready to go all out."_

"Gah! You may be a Terran/Sayian Hybrid, but I'm aware of your two transformations and all your techniques! Are you finally ready to surrender Hopkins?" Future Vilgax questioned his arch-rival.

Shrugging back, Stan 10,000 told Future Vilgax, "Nope. Actually, I was looking forward to settling this the old fashioned way. Now, why don't I show you why you are screwed?"

Stan 10,000 then tapped into the Omni energy stored in his Omnitrix gauntlet and directed the energy towards his now glowing left hand.

ZAP! SPARK! BEEP!

Stan 10,000 then tapped Cannonbolt's Omnitrix symbol causing the alien's yellow eyes to briefly flash green before he changed back to Stan in an even brighter flash of vibrant green light.

FLASH! ZAP! SPARK! WHOOSH!

Once the flash of vibrant green light vanished, Omni-Evolution Stan 10 was present having undergone his quickest transformation yet.

Feeling the rush of power surround him, Stan 10's neat black hair spiked up and became dark green before his blue eyes then morphed to dark green with the visible pupils in them.

"Huh... That was insane... What did you do to me?" Omni-Evolution Stan 10 questioned Stan 10,000 as he looked over his now transformed state in awe and shock.

"I transferred some of the Omni energy from my Omnitrix directly to your body in a fast and meaningful way. Now watch and learn." Stan 10,000 told Omni-Evolution Stan 10.

Holding out his arms, Stan 10,000 then transformed into his Omni-Evolution state in the blink of an eye via a quick power-up thanks to his calm and peaceful emotions such as joy and satisfaction.

ZAP! SPARK! WHOOSH!

Like his younger counterpart, Stan 10,000's hair was now dark green with his blue eyes dark green with visible pupils in them as well.

Also, his brown tail had turned dark green due to the energy exposure with his brown body armour being illuminated green too.

"This was the first-ever transformation I discovered beyond my original fifteen aliens. The two of us should be more than enough to wear you out Vilgax." Omni-Evolution Stan 10,000 warned Future Vilgax.

"It matters little! I know all about you. Now perish Hopkins!" Future Vilgax chuckled before he began powering up as well.

THWOOSH! RUMBLE!

A flowing and violent red aura of energy surrounded Future Vilgax before he told the group, "Dr Animo prepared me for this as well."

Feeling the ground shake slightly, Omni-Evolution Stan 10 placed his brown glasses in his trouser pocket before he told Future Vilgax, "Figures. We'll just have to surprise you then."

"We will. Now follow my lead!" Omni-Evolution Stan 10,000 replied to his younger counterpart.

Holding out their arms, both of the Stan's ignited their Omni energy auras and powered up quickly.

THWOOSH! WHAM!

The Omni-Evolution hybrids then charged in together and yelled out, "HAH!" Whilst Future Vilgax chuckled and stomped in to fight the two before...

WHOOSH! CRAKA-BOOM!

A powerful explosion sent rubble and debris flying across the city street with the duel beginning.

At the same time back in the Beacon's Null Void Chamber...

Flying up together with her Charms of Bezel glowing pink, Future Gwen held onto Young Gwen before she spun her younger counterpart and called out, "Twista Combitius!"

BZZZT! ZAP! SPARK! WHOOSH!

Future Gwen then hurled Young Gwen who's eyes were glowing pink as she gave off a pink Mana aura around her body.

"Take this! HAH!" Young Gwen shouted out before she performed a powerful downwards kick towards Future Dr Animo that sent him slamming onto the floor.

WHOOSH! KA-KICK! SMASH!

Once Future Dr Animo was on the floor, Future Nibbler had morphed the back of his body into a large slingshot which Young Nibbler was attached to.

 _ **"Firing now!"**_ Future Nibbler called out to his younger counterpart before he was launched upwards towards Future Dr Animo.

Stretch... WHOOSH!

 _ **"BANZAI! RARGH!"**_ Young Nibbler roared out before he morphed his fists together and smash Future Dr Animo's glass dome causing it to crack slightly.

WHOOSH! SPLAT! KA-CRACK!

With their younger counterparts having now attacked, Future Gwen's eyes glowed pink with Mana energy before she gained a Mana aura around her and placed her hands upwards.

"Interdamoto Laborator!" Future Gwen shouted out a powerful spell incantation before she hurled her hands downwards causing a massive spell that exploded up contact near Future Dr Animo.

BZZZT! WHOOSH! ZAP! CRAKA-BOOM!

Future Nibbler then morphed both of his arms back into a large rocket launcher before he grunted out and fired a massive missile which exploded on Future Dr Animo's lower body.

WHOOSH! SPLAT! CRAKA-BOOM!

With Future Dr Animo now battered and injured, Future Max held out his robotic arm which was glowing with kinetic energy before he smacked Future Dr Animo's face.

WHOOSH! KA-SMACK! KA-CRASH!

This was the final straw for Future Dr Animo who was sent flying back before his body slammed onto the ground battered and beaten.

Panicking, Future Dr Animo unhooked his domed head from the body and clambered off muttering, "I've got to get out of here!"

Future Nibbler, however, stomped onto Future Dr Animo's tentacles and told him, _**"And where the hell do you think you're going?"**_

THUNK!

Future Nibbler then dragged up Future Dr Animo's head before Young Nibbler arrived as well.

 _ **"So which of us gets the first bite?"**_ Young Nibbler asked his older counterpart who boomed out, _**"Hmm... We're going to enjoy this."**_

Now threatened by two destructive Symbiotes, Future Dr Animo shrieked out, "NOOOO! I CAN'T LOSE NOW!"

Sighing in relief, Future Max walked back to the Null Void Chamber and pressed the button to control the machine.

Flick! Beep! Hiss! THUNK!

The Null Void Chamber then sealed shut whilst Future Max got to work inputting commands to turn the machine off.

Smirking, Future Gwen then walked over to her younger counterpart and told her, "By the way, that black belt you were wondering about? You got it years ago and it's come in handy many times."

"Well, considering that you're pregnant and that Stan's the father... Sounds like I've got a very bright future indeed." Young Gwen happily remarked to her older counterpart.

Future Max then moved over and told the group, "I've sealed off the Null Void Chamber. Now let's get back to the Rust Bucket, we've got to find the Stan's."

Speaking of which back in New Hope City...

WHOOSH! SMACK! PUNCH! CRASH! WHAM!

The city streets of New Hope City was a battleground as the Stan's fought against Future Vilgax without holding anything back.

After the initial brawl, Future Vilgax had managed to escape from the duel and hurled a large space car towards both of the Omni-Evolution Stan's.

Panicking, Omni-Evolution Stan 10 quickly dodged the projectile and landed on the ground safely whilst Omni-Evolution Stan 10,000 flew upwards.

WHOOSH! SMASH! CRASH!

"Crap! What's it going to take to make sure that Vilgax stays down?! Nothing seems to be working!" Omni-Evolution Stan 10 muttered under his breath before he charged forward and began exchanging blows with Future Vilgax who blocked them with his thick body.

WHOOSH! PUNCH! SWIPE! KICK!

"Omni-Evolution Stan 10,000 then he charged in and called out, "Take this Vilgax! Solar cut!"

Holding out his left hand, a bright yellow energy sword appeared before Omni-Evolution Stan 10,000 attempted to impale Future Vilgax's back.

BZZTT! ZAP!

Future Vilgax calmly grabbed hold of the energy sword and tossed Omni-Evolution Stan 10,000 over his shoulder who quickly recovered and landed upright.

Worried, Omni-Evolution Stan 10 leapt back up, aimed his right hand and called out, "Shockwave Slam!"

WHOOSH!

A massive shockwave of air was fired from Omni-Evolution Stan 10's right arm which skidded into Future Vilgax briefly before it phased off him.

WHOOSH! Rumble...

"Is that all you've got? I'm unimpressed Hopkins." Future Vilgax taunted the Omni-Evolution Stan's.

Facing his older counterpart, Omni-Evolution Stan 10 asked him, "Please tell me you have another transformation up your sleeve."

"Don't worry, I've got something that should work well. Now stand back!" Omni-Evolution Stan 10,000 warned his younger counterpart.

Staring down Future Vilgax, Omni-Evolution Stan 10,000 then told him, "That was a good warm-up, but now I'm taking things seriously."

"Amuse me." Future Vilgax cockily taunted him before Omni-Evolution Stan 10,000 held out his arms and grunted out, "Ha..."

As the ground began shaking around Stan 10,000, Stan 10 noticed that his older counterpart's body started to glow yellow and become more ethereal.

 _"What's happening to him? He's gaining a golden aura... Wait a moment! Trey and Kyle could do that transformation! Or something like that.."_ Omni-Evolution Stan 10 realized before Stan 10,000 screamed out, "RARGHH!"

THWOOSH! WHAM! RUMBLE!

Slowly but surely, by thinking about negative emotions such as anger and hate, Stan 10,000 began changing once again.

This time his dark green hair colour slowly faded away and began flashing a golden yellow colour with his tail and matching aura then following suit.

Next, both of his eyes also slowly morphed into an emerald green colour with no visible iris present right before Stan 10,000 transformed into a Super Saiyan with a final battle cry.

With a large and jagged yellow energy aura now present and his transformation now complete, Super Saiyan Stan 10,000 glared at Future Vilgax as Omni-Evolution Stan 10 watched on in awe noticing that he was probably not much help at this point.

"Hmm... Most impressive, Hopkins. The Super Saiyan transformation was rumoured to be a legend for decades, but you were one of the first to discover the form when you unlocked it during my Conqueror's Challenge duel on Earth." Future Vilgax mused to himself.

"You've got that right and thanks to years of practice and improving this form, I'm twice as strong then my Omni-Evolution state. Now can we get on with this already?" Super Saiyan Stan 10,000 arrogantly demanded his rival.

Future Vilgax smirked and began firing red energy blasts to Super Saiyan Stan 10,000 who subsequently dodged them back which exploded.

BZZTT! BLAM! CRASH! BOOM!

Super Sayian Stan 10,000 then dodged the energy blasts before he thought, _"I need a solution put Vilgax down for good. But I'll need to lure him to the outskirts of the city."_

"Hey, Vilgax! If you want me then come and get me!" The old Super Sayian called out before he flew off up into the air.

THWOOSH!

"I shall come and get you, Hopkins!" Future Vilgax replied before he flew upwards into the air using his energy powers to do so.

THWOOSH!

Rolling his green eyes, Omni-Evolution Stan 10 noticed the KI energy trails fly upwards before he muttered, "I'd better follow him and see what I can do to help."

And so Omni-Evolution Stan 10 flew up as well before chasing after the two.

Leading Future Vilgax away from the centre of the city, Super Saiyan Stan 10,000 flew down to the industrial district near Fort DNA-X.

To get his attention, Future Vilgax and Super Saiyan Stan 10,000 began brawling it out in the sky.

SMASH! CRACK! PUNCH!

Future Vilgax scored a punch on Super Saiyan Stan 10,000's left cheek first causing him to punch Future Vilgax on his right arm in response.

SMASH! WHAM!

Super Sayian Stan 10,000 then attempted to kick Future Vilgax but he blocked the blow with his arms and went on the offensive again.

Seeing how his older counterpart was in trouble, Omni-Evolution Stan 10 also went in and hurled some yellow energy blasts towards Future Vilgax's back.

BZZTT! BLAM! CRASH! BOOM!

The yellow energy blasts exploded off Future Vilgax causing him to glare and chase after Omni-Evolution Stan 10 before he aimed out his small hand and fired a rope towards Omni-Evolution Stan 10.

WHOOSH! GRAB!

Thankfully, the young hero formed an energy sword and sliced the rope off.

BZZTT! ZAP! SLICE!

Future Vilgax then attempted to crush Omni-Evolution Stan 10 in a bear hug, but Super Saiyan Stan 10,000 teleported in front the older tyrant using the Instant Transmission technique.

WHOOSH!

Except that Super Saiyan Stan 10,000 had his fingers curled together at chest level with a purple KI energy present in his fingers.

"GALICK GUN!" Super Saiyan Stan 10,000 shouted out before the purple energy beam was blasted right towards Future Vilgax.

WHOOSH! BZZTT! CRAKA-BOOM! RUMBLE!

Future Vilgax was engulfed in a massive explosion causing him to land onto the near the outskirts of New Hope City in the industrial sector.

WHOOSH! SMASH! WHAM!

"Woah! That was incredible!" Omni-Evolution Stan 10 praised Super Saiyan Stan 10,000 who panted slightly and explained, "That Instant Transmission Galick Gun does drain me of energy a lot. Now let's finish this."

Nodding back, the two Stan's then floated down to the ground where Future Vilgax was waiting for them.

Brushing some dust off his shoulder with his small arm, Future Vilgax told Super Saiyan Stan 10,000, "Hmm. That was impressive Hopkins. But that caused me to suffer minor damage. And we both know that the Super Saiyan form is a far as you can go."

Omni-Evolution Stan 10 glanced at Super Saiyan Stan 10,000 who chuckled and told Future Vilgax, "Actually, I've been holding back something special."

"WHAT?!" Future Vilgax muttered before he demanded, "Such foolish nonsense. A Super Saiyan is the pinnacle of what you can achieve."

"Oh really? Is the mighty Vilgax afraid of me? Or would you rather deal with A Super Saiyan instead?" Super Saiyan Stan 10,000 questioned Future Vilgax.

"Fine! Show me this obscured power of yours, I am confident my abilities can beat this third transformation you have." Future Vilgax said dismissing it as nonsense.

Super Saiyan Stan 10,000 calmly smirked and closed his emerald green eyes before he began thinking about both his positive and negative emotions.

THWOOSH! Rumble...

A combined aura of green and yellow energy slowly surrounded him with vibrant electrical sparks jagging off as well.

ZAP! SPARK! WHOOSH...

"Just what is he up to now?! This pressure is intense!" Omni-Evolution Stan 10 nervously pointed out covering his face with his hands.

Future Vilgax gasped in shock before Stan 10,000 grunted out, "HAH!"

Then a bright blue energy aura obscured Stan 10,000's body that was visible for miles around New Hope City.

"What is this technique?!" Future Vilgax demanded out to Stan 10,000 who's body was now glowing a bright blue colour with his hair, tail and eyes remaining the same before the blue colour began fading off.

ZAP! WHOOSH!

Slowly but steadily, the blue energy aura faded off with his lower body, then the torso, the arms and finally the head.

Stan 10,000's hair and tail were now a bright and vibrant cyanish blue colour with his skin colour now more pale and vibrant then what it normally was as a Super Saiyan and Omni-Evolution.

Also, both of Stan 10,00's eyes were once again blue except that he once again lacked an iris in each eye similar to a classic Super Saiyan.

For a brief moment, Stan 10,000 sighed before a vibrant and smooth electric blue energy aura surrounded his body.

Smirking slightly with a calm expression on his face, Stan 10,000 then dropped the bombshell, "And this is Super Saiyan Blue."

 _"Wow! What a beautiful form! And it's my eye colour as well?! I sure do like to show off."_ Omni-Evolution Stan 10 thought to himself.

Future Vilgax's eyes widened and twitched in shock before he mumbled out, "But... How did you... How?!"

Super Saiyan Blue Stan 10,000 smirked and crossed his arms before telling Future Vilgax, "This powerup, Super Saiyan Blue is the combination of physical and mental training I've done throughout my life. By using my Super Saiyan and my Omni-Evolution form together, I'm able to combine them both to form this. But this transformation was lacking something that the others don't have. God KI."

Omni-Evolution Stan 10 remained speechless before Future Vilgax madly shouted out, "WHAT?! YOU'VE STEPPED INTO THE REALM OF GODHOOD?! UNACCEPTABLE!"

As Future Vilgax charged in to attack Super Saiyan Blue Stan 10,000, Omni-Evolution Stan 10 naturally timed out having run out of power with his dark green hair and eye colour reverting to normal.

WHOOSH! BZZTT! SPARK! ZAP!

Panting slightly, Stan 10 held his chest slightly before he recovered and muttered out, "Strange... That wasn't as painful as last time. Still, I'm grateful for that."

WHOOSH! SMACK! PUNCH!

Super Saiyan Blue Stan 10,000 remained unphased against Future Vilgax's punch before he rose up against his right fist and punched Future Vilgax right in the face.

PUNCH! CRACK!

"GAH!" Future Vilgax howled in pain before he heard Stan 10,000's voice say, "That was strike one. You have two chances left."

Panicking, Future Vilgax began hurling red energy blasts towards Super Saiyan Blue Stan 10,000 in response.

Calmly walking forward, the God-like hybrid deflected the energy blasts away from him with his hands before saying, "That's strike two. I'd leave if I were you."

"NEVER!" Future Vilgax madly shouted out attacking Super Saiyan Blue Stan 10,000 one last time.

In response, the Super Saiyan Blue flew forward and punched Future Vilgax right in his gut.

WHOOSH! PUNCH!

"ARGH!" Future Vilgax howled in pain before he stepped forward and began frantically punching Super Saiyan Blue Stan 10,000 who dodged the blows.

Fed up with the fight, Super Sayian Blue Stan 10,000 then punched Future Vilgax numerous times.

SMACK! CRASH! WHACK! WHAM! PUNCH! SMASH!

"Just give up Vilgax. You're no match for a person who can channel God energy." Super Saiyan Blue Stan 10,000 warned Future Vilgax.

Determined to end the battle, Future Vilgax tried to punch Super Saiyan Blue Stan 10,000 one last time but was unable to before he landed on the ground injured.

Knowing what he had to do, Super Saiyan Blue Stan 10,000 looked away from Future Vilgax and muttered, "I'm sorry, I have to do this to you Vilgax. But I'll try and make it painless."

Surprisingly, Future Vilgax then rasped out to Super Saiyan Blue Stan 10,000, "Just do it then... You have beaten me time and time again. And I can't stand losing to you anymore. Just end me already Hopkins..."

Super Saiyan Blue Stan 10,000 deactivated his energy aura before he held out his right hand and charged up a large blue energy sphere ready to kill Vilgax before he noticed Stan 10 looking at him with his brown glasses back on his face.

BZZTT! ZAP!

"Please don't kill Vilgax, you're better than that..." Stan 10 sadly whimpered under his breath.

Realizing that his younger counterpart didn't want Future Vilgax to die, Super Saiyan Blue Stan 10,000 thought, _"What am I doing? It's just that I can't keep Vilgax alive, he'll just get stronger and beat me one day... Shit. What do I do?"_

Looking around, Super Saiyan Blue Stan 10,000 then spotted a cryogenic tank nearby that could freeze Future Vilgax and not kill him.

Aiming his attack at the nearby cryogenic tank, Super Saiyan Blue Stan 10,000 mocked Future Vilgax, "You may not be going to hell again. But I'm icing you up."

Super Saiyan Blue Stan 10,000 then fired the energy ball at the cryogenic tank before it exploded burying Future Vilgax in ice.

WHOOSH! BZZTT! BLAM! FREEZE!

Future Vilgax's eyes widened in shock before he called out, "NOOOOOOOOOOOO! CURSE YOU HOPKINS!"

Future Vilgax was then frozen solid with his knocked-out body present trapped in the thick ice tomb that had been created to entomb in.

Sighing in relief, Super Saiyan Blue Stan 10,000 calmly crossed his arms before he pointed out, "That's certainly not the way I was expecting that to go. At least it's over now."

Stan 10,000 then deactivated his Super Saiyan Blue powerup and reverted with his blue hair and tail returning to normal whilst his eye colour changed as well.

WHOOSH! BZZTT SPARK! ZAP!

"Hey, you did great." Stan 10 said having walked over and tapping the back of his older counterpart who was now smiling slightly.

"Thanks. Anyway, we should head back to the Beacon and regroup with the others. Now please come over here." Stan 10,000 advised his younger counterpart.

Nodding back, Stan 10 moved over to Stan 10,000 who placed his right hand on Stan 10's shoulder before he used his left index and middle fingers on his forehead before using the Instant Transmission technique to head back to the Beacon.

WHOOSH!

Thirty minutes later inside the control room of the Beacon...

"Happy Birthday, Grandpa/Uncle Max!" The kids and adults said together in sync with Future Vilgax and Future Dr Animo having been sent back into the Null Void/Fort DNA-X facility after the conflict ended.

Future Max happily chuckled to himself before he noticed a nearby table that had been set up with a variety of different presents on it.

"Well, thanks. Having you all here is the best eighty-fifth birthday I could ever have." Future Max stated just before a holoscreen floated out nearby with an alarm blaring from it.

The holoscreen then displayed Future Ultimos who told Stan 10,000, "Sorry, Stan. Danger Alert. We have an infestation of Drophyd forces in Quadrant 92-J."

Stan 10,000 merely turned around and stared at the others before he told placed his arm around Future Max's shoulder and told Future Ultimos, "Hey, can't you guys see it's Uncle Max's birthday? You handle it."

To prove his point, Stan 10,000 then blew in a party horn whilst his brown tail unravelled around his waist and flowed out freely showing how excited he was.

"Really?! I mean, of course. Ultimos out." Future Ultimos muttered in surprise before he vanished from the holoscreen.

"The crisis was never Vilgax or Dr Animo was it?" Young Gwen pointed out before she remarked, "Your Stan just needed a major attitude adjustment, huh?"

"That's right, Gwen. We always intended for Stan 10K to have that plan work out. And it's worked out well." Future Ben then said walking forward with Future Nibbler hanging from his left arm who said, _**"Most likely, It's great seeing our Stan act like his old self or I guess young self again."**_

"Yeah, I couldn't have Grandpa celebrate his ninetieth birthday without him." Future Gwen informed her younger counterpart before she told her, "Look, Gwen, I know you haven't told your Stan how you feel yet. But enjoy him while you can."

Young Gwen couldn't help but glance at Stan 10 before she blushed slightly in embarrassment.

"Well, I'm just glad that we could be here to help work things out." Young Ben happily muttered before Young Nibbler said, _**"It's great to see how we have such a bright future ahead of us."**_

Agreeing with everyone else, Stan 10 smiled and hugged Future Max before telling him, "Happy birthday again, Uncle Max."

"Thanks, Stan. But don't you have an Uncle Max to get back to as well?" Future Max questioned his younger nephew.

"That's right." Stan 10,000 stated before explaining, "It's been great having you all here. But you should go back to your time period since nothing can surprise me anymore."

"Actually... There is something I have to tell you, Stanley." Future Gwen then informed Stan 10,000.

Confused, Stan 10,000 moved away from Stan 10 and Future Max before he asked her, "What's wrong, Gwendolyn? Is everything okay?"

Smiling happily, Future Gwen then dropped the bombshell and told Stan 10,000, "I'm pregnant."

Stan 10,000 immediately stepped back in shock with his face and eyes shocked before his younger counterpart was also speechless in shock with Future Max having a surprised look on his face.

"What... You're huh..." Stan 10 muttered out before he ended up fainting from the shock of the situation causing Future Max to grab him whilst Young Gwen and Young Ben ran over to wake him.

"He's fainted from shock! I'll see if I can wake him up." Future Max nervously muttered to the kids who tried to wake him up.

Meanwhile, Future Ben was supporting Stan 10,000 by placing his shoulder on his back before asking him, "Hey, I know it's a big shock and all that, but we're here to support you."

 _ **"Just take it nice and steady."**_ Future Nibbler informed Stan 10,000 who groggily moved over to a nearby chair and sat down still shocked with his tail drooping out to the side.

Concerned, Future Gwen moved over near Stan 10,000 who placed his hands over his deep clear blue eyes and began crying softly as tears leaked down onto his hands.

Kneeling near Stan 10,000, Future Gwen gently reached for his hands and asked him, "Hey, Stan... Are you alright?"

Peeling away from his hands, Stan 10,000 now had tears running down his face before he sniffed and quietly told Future Gwen, *Sniff...* "Were going to be parents..."

Future Gwen remained silent as Stan 10,000 continued muttering quietly, "Were going to be parents... You're going to be a mom and I'm going to be a dad..."

"Hey, I know it's a shock, but we'll get..." Future Gwen said just before Stan 10,000 suddenly stepped upright with a massive gigantic smile on his face with his tail now bouncing around in excitement.

"WE'RE GOING TO BE PARENTS! I'M SO HAPPY RIGHT NOW!" Stan 10,000 happily shouted out before he grabbed hold of Future Gwen gently and spun her around.

Future Gwen couldn't help but laugh out as well with Future Nibbler and Future Ben smiling on in approval.

Stan 10 then groaned slightly before he opened his blue eyes and groggily asked everyone, "Urgh... Did I just miss something important?"

"It doesn't matter right now." Young Ben advised Stan 10 before Young Nibbler said, _**"It's a long story."**_

Now up from the ground, Future Max then moved over to Stan 10,000 and Future Gwen who were sharing a passionate kiss enjoying the incredible moment together with Stan 10,000's tail wrapped tightly around Future Gwen's wrist.

"Hell, it's about time you two were parents. Now I can be a great grandfather." Future Max chuckled to the older version of Gwen and Stan who had now moved apart with Stan 10,000's tail now dangling freely from his back.

Holding Stan 10,000's hand briefly, Future Gwen smiled and told Future Max before informing the kids, "Thanks, Grandpa. Anyway, I think it's time we sent you home."

"Agreed, you kids have a birthday party of your own to get back to." Stan 10,000 told the kids with a grateful smile on his face.

Future Gwen then created a pink time-space portal using her left hand before it appeared.

FLASH! THWOOSH! BZZZT!

"Just step into this time portal and you'll be sent back to your own time." Future Ben informed the kids before Future Nibbler told them, _**"Oh and the process will be quick, so don't worry about that."**_

Nodding back, Young Gwen, Young Ben and Stan 10 walked forward to the time-space portal and said goodbye to their older counterparts.

Stan 10 however froze and rambled at Stan 10,000, "Wait! How were you able to do that Super Saiyan thing with the yellow and blue hair forms?! And what about the new alien forms and the secrets the Omnitrix has!? And how about the brown tail you have! I want to know how, so please tell me."

"Trust me. After everything that's happened today, you're going to want to stay as Stan for a long time. Thanks for making me realize that more. Also, I can't tell you about our Saiyan powers since you'll find out more soon, but you could ask Trey and Kyle the next time you see them for advice." Stan 10,000 advised his younger counterpart.

"Okay, I'll be sure to do that. Anything else you can tell me?" Stan 10 asked Stan 10,000 with his tail now wrapped back around his waist.

Fumbling around in his pocket, Stan 10,000 took out a metallic cube and gave it to Stan 10 saying, "Here, take this. A little thank you gift from me."

"What does it do?" Stan 10 asked Stan 10,000 who smiled and told him, "Something I should have gotten Uncle Max twenty-five years ago."

"Guys, the portal's closing. You should get going." Future Gwen then warned the kids.

Young Ben was the first to run in with Young Nibbler as he declared, "See ya!" With Young Nibbler saying, _**"Guess we'll be ya in many years from now!"**_

Young Gwen then ran in and told the future group, "Thanks for everything my future self! It's going to awesome growing up!"

Finally, Stan 10 turned around and told the future group, "Until we meet again or become you. Good luck with your friends and family, older me!"

Stan 10 then vanished into the pink time-space portal before it closed off in the Beacon leaving the grown-ups behind.

FLASH! THWOOSH! BZZZT! ZAP! SPARK!

"So, what should we do now?" Future Ben questioned everyone before Future Nibbler pointed out, " ** _We should regroup with the rest of the Protectors if possible."_**

"How about we all do something as a family?" Future Max suggested to the group before Future Gwen asked Future Max, "Actually, Grandpa. I'd like to spend some private time with Stan."

Slightly nervous, Stan 10,000 scratched the back of his head and told Future Gwen, "Well, I guess some private time would be alright... But for now, let's just enjoy ourselves."

And so the group from the future continued celebrating Max's birthday.

At the same almost twenty-five years ago...

Walking forward near the campsite carrying the axe and the firewood, Max noticed that the kids were missing.

Max then showed up carrying the axe and the firewood he had gathered before he noticed that the kids were missing.

"Ben, Gwen, Stan? Where are you?!" A confused Past Max shouted out before he muttered, "Now where did those kids get off to?"

FLASH! THWOOSH! BZZZT! ZAP! SPARK!

Past Max heard the time-space portal vanish before he heard the kids call out, "Surprise!"

Turning around, Past Max saw Young Ben and Young Gwen eagerly run towards him wanting a hug.

As Past Max dropped the firewood and axe onto the ground with his grandkids hugging him.

Stan 10 adjusted his brown glasses and pressed a button on the metallic cube before it slowly morphed into a birthday cake.

BZZZT! WHOOSH! Whirrr... ZAP! DING!

Having finished his hug, Past Max noticed that Stan 10 was carrying a birthday cake.

"I... Uh... No, we got you a birthday cake. Happy birthday, Uncle Max. And thanks for always supporting us." Stan 10 happily admitted to Past Max.

"Thank you so much, Stan, I'm proud to call you my nephew." Past Max admitted to Stan 10 who smiled back brightly in response.

Everyone then began laughing together in joy before Young Ben told Past Max, "Make a wish, Grandpa!"

At the same time back in the future twenty-five years and several hours later...

Stan 10,000 sighed happily as he watched the sunset on the Beacon structure's roof once again gazing out over New Hope City's skyline.

With his tail now flowing freely, Stan 10,000 couldn't help but think to himself, _"It's been a crazy day, to say the least... Seeing my young self again for the first time in ages... Celebrating Uncle Max's ninetieth birthday... Becoming a parent and..."_

"Moral of this story? Appreciate what I have and what I can do for this world." Stan 10,000 muttered under his breath.

"Quite right you should Stanley." A familiar voice then called out to him.

Knowing who that voice belonged to, Stan 10,000 turned around saw Professor Paradox standing behind him.

"Paradox. Good to see you again, old friend." Stan 10,000 spoke before he reached out to shake Paradox's hand.

"Likewise. Now I presume you have had an eventful day?" Paradox questioned Stan 10,000 who crossed his arms and told Paradox, "Yes. I have. I heard you allowed my brother and wife to travel back in time, correct?"

"Yes, I did, Stanley. But only to make you better and that so certain events would line up correctly in the timeline." Paradox truthfully told Stan 10,000.

Nodding back, Stan 10,000 then asked Paradox, "So I take it that Zs'Sakyr's return scheme is coming up for my younger counterpart right?"

"Yes, Stan 10 will soon encounter the Werewolf and unlock Blitzwolfer for the first time." Paradox explained to Stan 10,000.

"What about the rest of the Omniverse? Is that alright?" Stan 10,000 questioned Paradox.

"Well, A destructive conflict has been brewing up in Tremaine's Dimension for a while now and soon the planet of Tetris Nova will be destroyed in the conflict." Paradox sadly informed Stan 10,000.

Sighing, Stan 10,000 reluctantly stated, "And there's nothing we can do to prevent it is there? Well, I truly hope that things can be sorted out smoothly."

Paradox then nodded back and looked at his pocket watch before he told Stan 10,000, "Anyway, I'd best be off. It would seem that a pair of Omnitrix wielders and their team have entered Los Salados. So I should go there and introduce myself to that group. Cheerio!"

FLASH! THWOOSH!

Paradox then vanished in a flash of blue light before Stan 10,000 smiled and slowly walked back into the Beacon wanting to spend more time with his loved ones.

 **Author's note: So yeah, I hope you enjoyed this chapter.**

 **Now for some notes about something's I did here.**

 **With this chapter, I wanted to do something different with the whole future concept chapter.**

 **So I came up with the idea of Future Gwen being pregnant stretching from my desire to explore those themes.**

 **Because we've kinda seen the foundations for Stan and Gwen becoming a couple, I wanted to explore the backend of it with the older counterparts and tie into the overall theme of the chapter.**

 **Also, some of the references were done with intent whilst some are just shout outs.**

 **So good luck figuring out what's what.**

 **Anyway, see you all next time.**

 **And thanks for reading this story as always.**


	33. Chapter 33: Night of the Alien Werewolf

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins and Nibbler are custom characters made by me. All rights reserved for all owners and companies.**

 **Author's note: Welcome to this new chapter of Stan 10.**

 **This chapter was interesting to write since it's another unique concept involving Stan being trapped in a situation where the Omnitrix once again malfunctions.**

 **So here's the chapter and you all** **know what to do by this point. ;)**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: It was Max's sixtieth birthday and the group had arrived on the Mount Rushmore border region.

However, the kids ended up travelling to the future where they encountered their older and wiser grown-up selves.

Whilst there, they found out that Stan 10,000, the older version of Stan 10 was suffering from emotional issues and had become cold and detached.

Thankfully, Stan 10 was able to convince his older counterpart the error of his ways and they departed with the future crisis over.

And so back in the present day, the group have finally reached New Mexico where Stan will soon discover a brand new alien and a terrifying legend soon to become reality...

Chapter 33: 'Night of the Alien Werewolf.'

It was a warm and sweltering afternoon within the state of New Mexico as the Sun slowly fell in the horizon before some birds were heard squawking in the distance.

Currently, the group was in a small desert town located within a canyon area as the afternoon heat slowly faded with a large radio tower present on the nearby cliff face.

As the kids walked around with various other tourists and natives in the town, Max and an old friend of his were staring at a stand where an old Dreamcatcher was slowly spinning around.

"Navajo legend states that the web of the Dreamcatcher protects the dreamer by holding the nightmares in the centre, while good dreams travel down the feathers and bless people sleeping." The local native informed Max in a deep and powerful voice.

Max smiled back and looked at his friend who was a Native American man who was aged fifty-nine known as Wes Green.

He had long grey hair, dark brown eyes and had tanned skin reflecting his Native American ancestry.

His clothing consisted of a light yellow shirt, a dark green vest and blue-grey pants along with matching dark grey shoes.

"Well, Wes, you certainly know your lore about this region." Max pointed out before the two smiled and walked off together.

As Max and Wes walked off, Stan and Gwen looked at the store with intrigue before Ben then loudly yawned in boredom.

"Speaking of sleeping... You really should pay more attention, Ben." Gwen muttered to Ben who shrugged back and stated, "Not our fault. Just feeling bored that's all."

Gwen then pushed Ben by his shoulders before Stan sighed and mumbled under his breath, "Maybe I can get Ben to start appreciating historical sites more..."

Joining the other kids, Stan then asked Ben, "Why is it that whenever we show up to a place like this, you get bored?"

 _ **"We just** **don't** **understand places like this."**_ Nibbler truthfully told the group before Ben yawned and scratched the front of his t-shirt.

"Well, we both know that Mr Green is Grandpa's old buddy. But could this trip get any more..." Ben rambled on before he froze in shock.

Confused, both Gwen and Stan looked on and saw a young Native American girl around their age dancing with some drummers playing in the background.

Immediately, Ben gained a goofy smile with his expression becoming lovestruck with his cheeks blushing red to match before he muttered, "Cooler... Oh my god... So cute..."

Even Nibbler ended up becoming affected by Ben's lovestruck romance before he declared to Ben, _**"Woah... She's so pretty... We must get to know her..."**_

"Don't worry, we'll impress her," Ben whispered back to Nibbler still smiling happily with his cheeks blushing red.

Gwen ended up crossing her arms whilst Stan scratched the back of his head and asked Gwen, "Uh, what's up with Ben?"

"Sounds like he's fallen head over heels for the dancing girl." Gwen pointed out before she stated, "I wonder who she is anyway?"

"That's my granddaughter Kai." Wes pointed out to the kids who got a better look at Kai.

Much like Wes, Kai had tanned skin and brown eyes along with having long black hair.

Currently, she was wearing a knee-length blue dress that had matching red stripes and red shoes with white socks.

Lastly, she was also donning silver bracelets on both arms with a blue ring on her index finger.

"Oh Wes, last time I saw her, she was barely walking. Now, look at her." Max pointed out placing his hand around Wes's shoulder.

As Kai continued dancing to the ceremony, Ben slowly stared at her with a blank expression on his face before Wes pointed out, "She's performing the traditional Navajo dance."

"Yeah, Yeah. You know, we were hoping to see one of those before the summer ended." Ben bluntly told Wes staring at Kai.

Wes looked Ben in confusion before Stan stepped in and told him, "He meant I. Ben tends to use We and Our sometimes."

"Nothing wrong with someone using different vocabulary," Wes replied to Stan who smiled in response.

"Since when have you been interested in Native American Spiritual dance?" Gwen then bluntly questioned Ben.

Ben arrogantly crossed his arms and boasted out, "Only like in forever, dweeb. It rocks!"

Once the dance ended, Stan sighed and thought to himself, _"Good grief... Talk about love at first sight. I'd better make sure those two keep it together."_

Moving away from Wes, Stan whispered to Gwen, "What are your thoughts on this situation Gwen?"

"It's pretty obvious Ben and Nibbler have a crush on Kai from the get-go. That is not how a good relationship should work." Gwen snarkily whispered to Stan.

Before Stan could whisper anything back, Kai walked across the group causing Ben to rub his messy brown hair in excitement.

 ** _"She's coming this way! What should we do?!"_** Nibbler nervously muttered to Ben who remained silent.

Once Kai passed by Ben, the young boy couldn't help but geek out in joy staring blankly at his crush causing Gwen and Stan to roll their eyes in embarrassment.

ZAP! Rumble...

Hearing thunder in the distance, the kids looked up and saw what appeared to be a dark purple aura appear before destructive thunder clouds slowly appeared on the horizon.

"Are you sure you're not doing a rain dance?" Gwen questioned Kai who replied, "Positive. Why?"

"Because the heavens are about to open up." Stan pointed out before it began raining heavily on the group.

Feeling the rainwater soak his clothing and hair, Stan rose up his arms to protect himself as the rain continued pouring down before...

ZAP! SPARK! CRASH!

Purple bolts of lightning then began zapping the desert ground causing nearby tourists and residents to panic and begin screaming as they ran for cover.

"What's up with this crazy weather!?" Someone randomly yelled out before he sprinted for cover in a nearby building.

"That's why!" Gwen shouted out before Max grabbed hold of Stan and Ben telling them, "Quick, Take cover in the Rust Bucket!"

Max then ran off with Wes, Kai and Gwen following before Stan froze and muttered, "BEN!"

Turning around, Stan sprinted off to face Ben and briefly shook him before yelling, "Ben, you need to wake up and get a move on!"

Ben then blinked his green eyes in shock right before something big landed nearby.

ZAP! SPARK! THUD!

Confused, Ben and Stan turned around and spotted a humanoid creature present within the shadows that had bright glowing purple eyes.

"What in the..." Stan nervously muttered before the creature revealed itself.

The creature was revealed to be a humanoid werewolf that was around the size of Nibbler.

The Werewolf had dark blue-grey fur along with a large black bushy tail and a long pitch black mane around its face with a pair of jagged spikes juddering from its shoulders.

The Werewolf also had three sharp claws on each of his hands and feet with his bright purple eyes staring intensely at Stan and Ben.

Shocked, Wes stopped running and turned around before he mumbled under his breath, "By the gods... It's a Yenaldooshi..."

The Yenaldooshi then stepped upwards and noticed the kids before Ben snarkily joked, "Anyone want to ask that thing for an umbrella?"

 _ **"Not us. That's a big creature."**_ Nibbler nervously said before the Yenaldooshi then ran off from the group leaving dirt tracks in its wake.

The group then reunited together before Stan pointed out, "You've got to be kidding me. How is it even possible for a Werewolf to exist?!"

SPLOSH! Rumble... SPLASH! ZAP!

The ground then began shaking before everyone turned around and saw a gigantic wave of water ploughing towards them.

"FLASH! FLOOD! GET ONTO A ROOF!" Wes shouted out to everyone.

Gwen and Kai quickly climbed onto the ladder of the Rust Bucket whilst Wes, Max, Ben and Stan quickly clambered onto the roof of the old stone buildings.

As Kai grabbed onto the ladder, the massive torrent of water flooded the area before she was swept away.

WHOOSH! SPLASH! SPLOSH! Rumble...

Struggling to swim, Kai ended up being dragged away by the force of the rapids before Gwen gasped in shock and yelled out, "Guys, Kai's in the water!"

Knowing what had to be done, Stan nodded back and quickly activated the Omnitrix.

BEEP!

"This looks like a job for Ripjaws!" Stan pointed out before he scrolled through to that silhouette and gently tapped down the core transforming via a flash of green light.

FLASH!

The Omnitrix sank into Stan's wrist as greyish blue scales travelled up his arms as his fingers morphed into webbed four-handed claws, as Stan slowly began to get covered in greyish blue scales.

A large angler bulb then grew from his forehead like that whilst two gills formed on each side of his neck as well, as the scales finished covering his body.

Next, his human teeth grew and sharpened to shark-like teeth as his hair morphed into a green dorsal fin that ran down his back as his grey fish-like eyes flashed open brightly.

As for Stan's clothing, it morphed into a black loincloth style bathing suit with light brown stripes running across that formed on his bottom half.

Finally, the Omnitrix symbol flashed onto a brown pad that was located on his upper left torso as Ripjaws roared hungrily as the green light faded away.

FLASH!

"Piscciss Volann DNA Sample activated." The Omnitrix beeped out as Ripjaws confidently smirked and muttered, 'It's been a while... So let's do this!"

Nodding, Ben then allowed Nibbler to overtake his body before he transformed right next to Ripjaws.

Splat... Slither... Squelch...

 _ **"Right with you boss, now let's save Kai!"**_ Nibbler eagerly pointed out before he began running across the rooftops.

Ripjaws then chuckled and jumped into the rapids by diving in ready to help save Kai as well.

WHOOSH! SPLASH!

As the two aliens chased after Kai, Nibbler then spotted a barrel and decided to jump on it declaring, _**"Here goes nothing!"**_

Once Nibbler jumped on the barrel, he carefully stuck his back to the wooden structure and balanced his body on the floating object.

WHOOSH! SPLAT! SLITHER! THUNK!

"Help me!" Kai loudly screamed out to Nibbler having noticed the Symbiote.

WHOOSH! Splosh...

Kai then felt something boost her upwards from the water.

Looking down, Kai noticed Ripjaws's grey fish eyes and head staring from the water before he told her, "Don't worry! Were here to help!"

Kai remained speechless before she noticed Nibbler float on the barrel before she told her, _**"Grab our hand!"**_

Having no choice, Kai grabbed hold of Nibbler's left hand and clambered onto the young Symbiote's back.

The pair on the barrel then looked forward and saw a large wall directly ahead.

"Nibbler, Get on the roof before you're crushed by the water!" Ripjaws called out to him.

Nibbler quicky told Kai, **_"Hang on!"_** And held out his left hand and fired out a tendril from it which latched onto a wooden structure above the water.

WHOOSH! SPLAT! SLITHER! GRAB!

Nibbler and Kai managed to grab onto the roof before jumping on the roof and landing on it.

WHOOSH! THUNK!

Shocked by what Nibbler did, Kai slowly clambered off the young alien's back and told him, "Woah... I can't believe you just saved me... Thank you."

Nibbler chuckled and told her, _**"Just glad to be doing our duty."**_

Kai smiled and told Nibbler, "If there's anything I can..."

 _ **"Repay us? Forget it. We're one of those leap first ask second type of aliens."**_ Nibbler chuckled to her grinning slightly.

"That's nice... But what I meant was can I have my hand back now?" Kai questioned Nibbler.

Flustered, Nibbler let go of Kai's hand and then told her, _**"Well, we'd love to stay, but we've got a Werewolf to hunt down."**_

Nibbler then stomped off away from the buildings as Kai watched on in confusion before she smiled slightly.

Little did anyone know that the Yenaldooshi had stolen the satellite dish of the radio tower and subsequently vanished from the area before it howled out, "ARRRRROOOOO!"

Half an hour later after the storm inside the village's museum...

With the monsoon rain now having subsided and the sun has risen over the horizon, it was now a bright starry night with the full moon dominating the New Mexico desert.

Inside the village's museum, dozens of exhibits showcasing the history of the village were present as the group observed a large old tapestry which showcased the Yenaldooshi being hunted by people.

"I'd never thought I'd see one with my own eyes," Wes muttered under his breath still shocked by what he had seen.

"The Werewolf? Same here and we've seen a lot including a rouge Ghost." Stan bluntly informed Wes who nodded back understanding what he meant.

Moving forward, Wes explained what the specific type of Werewolf it was by saying, "A Yenaldooshi. It is a Navajo Werewolf that exists in our folklore. Their presence is a sign of pure evil. Follow me."

Max and the kids followed Wes to a locked cupboard before he took out an old key and placed it in the lock.

Creak... Groan...

Opening up the locked cupboard, Wes leaned inside and grabbed hold of a Remington Model 721 hunting rifle.

"Huh, that's an old gun." Max mused to Wes before he asked him, "What model is that?"

"It's a Remington 721 hunting rifle. My grandfather used this in World War Two during the Battle of Okinawa in 1944. It was passed onto my father and thus onto me." Wes informed Max before he began loading bullets into the old weapon.

Once West finished preparing the weapon, he gripped the hunting rifle and cocked it before declaring, "I must find the Yenaldooshi before it can kill someone, therefore I will tranquilise it and bag it."

"I'll go with you and make sure you're kept safe. No telling what that thing will do." Max then stated ready to help out his friend.

"Thank you, Max, but I'm not alone in this. Another old friend of mine will help out as well." Wes also explained to Max.

"You found someone else? Who?" Gwen then asked Wes who told her, "Someone who's the best at what he does. But what he does isn't very nice."

Creak...

The museum door then opened before a male figure called out in a thick and deep Candian accent, "You expecting me bub?"

Everyone then turned around before Wes stated, "Good to see you again Logan."

The figure known as Logan was revealed to be a muscular male who seemed to be in his early to mid-30s.

He also had light brown eyes with thick black hair that had been combed upwards into a v styled shape with the hair extending into a pick of thick messy sideburns.

His clothing consisted of some cowboy based shoes, blue raggy jeans, a black motorcycle-style jacket which covered a grey t-shirt and a striped red shirt.

Looking closely, Logan was also revealed to also be wearing a pair of military dog tags around his neck and a brown cowboy hat on his head.

Carrying a strapped bag around his waist, Logan smirked and greeted Wes, "Good to see you again, Wes."

Logan then faced Kai and asked her, "So how are you doing squirt?"

"Very good thank you," Kai spoke before she bowed near him.

Logan then chuckled slightly before Wes and told him, "I'd like you to meet Max Tennyson, Logan."

Looking at Max, Logan looked over him before Max replied, "Pleasure to meet you, Logan."

"Same here old-timer." Logan snarkily commented before he turned around and saw the kids and asked Max and Wes, "I recognise Kai, but who are the other kids?"

"These are my grandchildren, Ben and Gwen. And this is my nephew, Stan." Max introduced the young team known as the Protectors.

Smiling slightly, Logan stepped forward and noticed the Omnitrix on Stan's right arm.

"Huh. That's an interesting watch you're wearing Stan." Logan pointed out staring at the alien device.

"It's from Japan along with my one of my favourite franchises Digimon." Stan bluntly replied lying to the old Mutant.

Curious and unsure of Stan, Logan then decided to smell Stan by using his enhanced senses with his nose.

Sniff... Sniff...

 _"Hmm... You sure smell interesting kid."_ Logan thought before he realized, _"I'd better smell the other two as well."_

Moving away from Stan, Logan smelt Ben and Gwen who also gave him nervous looks.

 _"The other boy smells toxic with something else lurking in him... And the girl smells of energy? The hell is up with these kids?"_ Logan thought to himself.

"Logan, are you okay?" Max questioned him worried about his reaction near the kids.

Turning around, Logan said, "It's nothing, So what are we tracking Wes?"

"A Yenaldooshi. Think you're up for the task?" Wes questioned Logan.

"Damn right, they don't call me the Wolverine for nothing. We'll take down that furry animal in no time." Logan cockily pointed out.

"Well count us in!" Ben cockily shouted out eager to impress Kai.

"Me too Grandpa," Kai eagerly informed Wes.

"You know only Braves can be trackers Kai." Wes bluntly reminded her.

"Who made up that rule?" Gwen then questioned Wes.

Standing near Logan, Wes told Gwen, "It's been that way for centuries. Times change but traditions don't, You, Kai, Ben and Stan shall remain behind."

Kai sighed unhappily and walked off with her head down before Stan began, "But..."

Max then placed his hands on Stan's back and told him, "Their lands, their rules Stan. Now please stay here until we come back."

Max then followed Logan and Wes who exited the museum leaving the kids on their own.

"Kai seems bummed. Maybe we can cheer her up." Ben then muttered to himself before Nibbler said, _**"Excellent idea. Let's do it."**_

"Okay, captain obvious. We get it. You're in love with Kai, Ben." Stan then bluntly pointed out to his best friend.

Ben immediately froze in horror before Nibbler also emerged from Ben's left arm with a look of shock present on his face.

Splat... Slither...

"What?! _**WHAT?!"**_ Both Ben and Nibbler blurted out in shock and annoyance before Gwen leaned in and said, "That's it! You so fancy her don't you?!"

"No way," Ben bluntly denied to Gwen and Stan before Nibbler stated, _**"We don't care what you think, now leave us alone!"**_

Stan and Gwen chuckled before Gwen then began singing, "Ben's got a crush! Ben's got a crush!"

"Says, you dweeb! You're being very hypocritical considering who you both seemingly fancy!" Ben shouted back in anger.

Stan and Gwen quickly blushed and whistled slightly downplaying what Ben said before Stan told him, "Do not! So shut up!"

 ** _"Look, Gwen. Can you please do us a solid and try to impress Kai for us?"_** Nibbler then pleaded to Gwen.

"Okay, fine. I will. But only if you do me a favour back." Gwen informed Ben and Nibbler.

"Yes, yes we will. But why don't you go ahead and tell her stuff like we're badasses and how much of a great cousin we are?" Ben suggested to Gwen.

"So basically you want me to lie?" Gwen confronted Ben with that answer.

Before Ben could say anything, Stan intervened and told them both, "And I think you both should stay and be sociable with Kai. I'm off."

"To hunt down the Yenaldooshi? Ah, man..." Ben angrily complained before Nibbler told him, _**"We can impress Kai instead."**_

Splat... Slither...

Nibbler then went back inside Ben's body before he grinned and quickly sprinted over to Kai with a massive grin on his face.

Sighing, Gwen approached Stan and gently told him, "Be careful and don't do any stupid okay Stan?"

"Don't worry Gwen, Everything's going to be fine. I'll be back later." Stan promised Gwen before he nodded back and joined the adults outside.

Ten minutes later in the New Mexico desert a few miles away from the village...

Crickets and birds chirped within the New Mexican desert whilst the full moon shined brightly down on the vast desert landscape.

Kneeling, Logan who had now removed his bag, spotted a piece of fur and sniffed it with his nose.

Sniff... Sniff...

"We're on the right track. I can smell the Yenaldooshi this way." Logan bluntly pointed out to the group holding the fur of the Werewolf.

"Excellent work. Hopefully, we can find the Yenaldooshi and kill it before it kills someone." Wes remarked to Logan looking around for track as well.

"You know Wes, this reminds me of when we went after that Yeti in the Himalayas." Max then pointed out, standing right near Stan.

"Seriously?! Do Yetis exist as well?!" Stan loudly rambled on in shock and excitement.

Clutching his ears in pain, Logan scowled and asked Max, "Why did we bring this kid along anyway? He'll just slow us down."

"He's helpful, trust me." Max bluntly remarked back to Logan.

"Hmph. Fine bub." Logan coldly muttered back before he reached out into his pocket and took out a Cuban cigar and a lighter.

"You really shouldn't smoke you know," Stan muttered in annoyance to Logan who had lit the cigar and had taken a whiff of the substance.

"Well, kid, life ain't sunshine and daisies all the time." Logan snarkily muttered back before he inhaled out the smoke.

Ignoring Logan, Stan then asked Wes, "So I take it you were or are a Plumber then?"

"Was. It would appear that the prints lead that way." Wes deducted having figured out the tracks of the Werewolf.

Looking forward, the group noticed a vast rocky canyon that had massive ledges and was devoid of human life.

Tossing the cigar aside, Logan chuckled and muttered, "Sooner we get this done the butter, so let's move."

At the same time back in the Village...

The streets were still deserted as Ben, Gwen and Kai were all sitting on a rooftop overlooking the old village.

"So..." Gwen began before muttering, "I guess that blob alien saved you."

"Yeah, he seems awesome." Kai truthfully admitted before she remarked, "And you're cousin seems okay too."

"Really?! Wow, that means a lot to us. Thank you, Kai." A smiling Ben told his crush blushing slightly before he boastfully added on, "And we know where that blob alien is too."

"No problem. And you do? Guess you're more special then I first thought." Kai realized slowly putting the pieces together of who Nibbler was.

"At least you two are getting along well." Gwen optimistically pointed out.

"ARRRRROOOOO!" The Yenaldooshi then roared out loudly from the valley.

Concerned the group looked out into the valley before Ben muttered, "Do you think we should help Stan?"

"I'm sure that your friend will be safe with my Grandpa, Uncle Logan and Uncle Max," Kai informed Ben.

"Hmm... You know what? I have a bad feeling about this." Gwen then nervously pointed out worried that something would happen to the others out there.

At the same time back in the valley...

Logan, Wes, Max and Stan slowly peeked over the edge of the canyon and spotted the Yenaldooshi interacting with something...

"What the hell? I was expecting it to interact with some dead prey it captured. Not old computer equipment." Logan whispered to the others.

"Who cares what it wants? We've just got to stop it for good." Stan whispered back to Logan noticing the Yenaldooshi ripping the mechanical equipment aside with its claws.

"Agreed. Wes, take the shot." Max whispered to Wes wanting to end the situation before it got any worse.

Nodding back, Wes aimed the Hunting rifle at the Yenaldooshi and took the shot.

BLAM! WHOOSH! ZIP!

However, the Yenaldooshi heard the Hunting rifle fire and ducked down avoiding the bullet which impacted the broken metal.

THUNK!

"Grrr..." The Yenaldooshi growled out before it quickly leapt upwards and began scaling the cliff face.

Remaining calm, Wes began firing more bullets towards the Yenaldooshi.

BLAM! WHOOSH! ZIP! THUD!

The Werewolf just avoided the bullets before it leapt up and landed behind the group who watched on in disbelief and shock.

"Stay back! I've got this!" Logan then shouted out before he ran forward and clutched both of his knuckles before...

SKIRT!

Three identical pairs of sharp metal claws protruded from Logan's knuckles before he ferally growled and shouted out, "RARGH! Come on you mangy freak!"

"ROAR!" The Yenaldooshi blared back before it charged towards Wolverine and began fighting him whilst Stan and Max watched on in shock speechless whilst Wes watched on smiling.

"What kind of claws are those Wes?" Max then bravely asked Wes who told him, "Logan has a tough healing factor and can summon Adamantium claws from his knuckles."

First of all, Wolverine managed to dodge a kick from the Yenaldooshi and slashed the creature with his sharp claws across the chest.

WHOOSH! SLICE!

"HOWL!" The Yenaldooshi snarled in pain as blood leaked from its furry chest and landed on the dirt floor causing Wolverine to smirk darkly before he charged back in.

Only for the Yenaldooshi to slice his face with its thick long claws.

SLICE! SLASH!

"GAH!" Wolverine grunted in pain which caused the Yenaldooshi to step back grinning slightly.

Wolverine then turned around as he showed that the gash on his face managed to instantly heal itself.

"What is he?!" Stan pointed out in shock before Wes told him, "The Wolverine. One of the most feared and ruthless individuals on the planet."

Wolverine chuckled and then roared out, "RARGH!" And charged back into combat and began exchanging blows with the Yenaldooshi again.

SLICE! SLASH! THUD! SMASH!

Infuriated that it was losing, the Yenaldooshi then opened it's mouth and fired out a massive purple sonic blast that caught everyone off guard.

HOWL! WHOOSH! BLAST!

The effects of the blast caused the group to go flying off the cliff face.

"Oh, shit!" Wolverine shouted out in annoyance before he called out to Stan, "Grab hold of my hand kid!"

Stan ignored Wolverine and quickly activated the Omnitrix.

BEEP!

"Time to go Stinkfly!" Stan remarked before he gently tapped down the exposed green core and transformed.

FLASH!

"Lepidopterran DNA Sample activated." The Omnitrix beeped out before Stinkfly smirked and activated his wings.

WHOOSH! ZIP!

Now flying in the air, Stinkfly quickly grabbed hold of a shocked Wes and Logan along with a smiling Max who landed on his back.

WHOOSH! ZIP! GRAB!

Stinkfly then landed on the ground and placed Wes and Logan on the ground along with Max.

"How the hell did you do that?!" Logan demanded to Stinkfly who shrugged back and told him, "Says the person that can generate claws from his hand and shrug off anything."

Stinkfly then flew upwards to confront the Yenaldooshi whilst Logan and Wes glared at Max.

WHOOSH! ZIP!

"Yes, I know. I have some explaining to do." Max sheepishly admitted to them both.

Once Stinkfly landed on the rocky arch, he called out, "Diamondhead!" And transformed in a flash of bright green light.

FLASH!

Now emerging from the light, Diamondhead morphed his hands into diamond swords and carefully looked around for the Yenaldooshi as the Omnitrix beeped out, "Petrosapien DNA Sample activated."

"Okay... So where did that Werewolf go?" Diamondhead muttered under his breath.

Thunk!

Diamondhead then heard something climb up into the canyon wall and realized that the Yenaldooshi was scaling up to find him.

 _"I might be able to set up an ambush here... Just got to wait for the right moment to strike."_ Diamondhead carefully thought out his plan of attack.

Carefully, Diamondhead placed his hands onto the gravel floor and waited for the Yenaldooshi to climb onto the ledge.

Soon enough the Werewolf creature appeared and slowly stumbled around searching for Diamondhead when the dirt ground began shaking.

Rumble... CRACK! WHOOSH!

The dirt ground then exploded with jagged diamond shards appeared that sent the Yenaldooshi scrambling for cover right before Diamondhead punched the Werewolf in its face.

SMACK! PUNCH!

The Yenaldooshi ended up stunned before Diamondhead tackled the Werewolf onto the floor and pinned the creature down.

"Tag! And you're it fang-face!" Diamondhead chuckled enjoying the victory he had gotten.

Enraged, the Yenladooshi then opened its sharp mouth and chomped down on Diamondhead's left crystal arm causing the crystal to crack slightly.

CHOMP! CRUNCH!

"OUCH!" Diamondhead shouted in pain before he stumbled back in shock gripping his left arm.

With Diamondhead distracted, the Yenaldooshi recovered and stumbled back up as Diamondhead ranted on, "Oh good grief... That hurts... Ow..."

Flexing his hands again, Diamondhead glared at the Yenaldooshi and muttered, "So you want to play rough huh? I've got just the aliens for that. Spitter!"

FLASH!

"Sphoeriod DNA Sample activated." The Omnitrix symbol beeped out as Spitter emerged from the flash of green light.

Spitter then inhaled up his cheeks and fired out a large blast of acidic goop towards the Yenaldooshi.

Rumble... HISS! SPLAT!

The Yenaldooshi was hit head-on by the acidic blast and slipped onto the dirt ground.

SLIP! THUD!

Spitter then chuckled and stated, "And that was just the warm-up, now for the finishing act... Rath!"

FLASH!

"RATH!" Rath roared out loudly once he transformed from the flash of green light as the Omnitrix beeped out, "Appoplexian DNA Sample activated."

Rath then ran towards the Yenaldooshi and roared out, "TAKE THIS FANG-FACE! ROCK SMASHER!"

Grabbing hold of a rock, Rath smashed it on the Yenaldooshi's tail.

SMASH! CRASH!

"TAIL TWISTER!" Rath then boomed out before he grabbed hold of the Werewolf's tail and began spinning around quickly before letting go of the creature.

GRAB! WHOOSH! SPIN!

The Yenaldooshi then crashed onto the dirt floor dazed and injured causing Rath to chuckle and declare, "OH YEAH! RATH ROCKS!"

And then the unthinkable happened.

The Omnitrix symbol on Rath's chest began beeping red.

BEEP! BEEP! BEEP!

"OH NO! NOT NOW!" Rath shouted out in horror before he reverted to normal in a flash of bright red light.

FLASH!

Panicking and shocked, Stan looked down at his right arm and the recharging Omnitrix which was now glowing red before it beeped out, "Warning! Omni-Energy supply is low. Recharge Mode activated."

Ignoring that, Stan frantically tried to input commands and twist the dial of the Omnitrix whilst muttering, "Come on... Come on... Please work!" but it only beeped negatively in response.

"Grrr..." The Yenaldooshi snarled out interrupting Stan.

Terrified, Stan slowly looked upwards and saw the Werewolf hungrily glare at him.

Gulping, Stan carefully stepped back and explained, "Hey... I mean... No hard feelings right... fang-face?"

"ROAR!" The Yenaldooshi roared out before it began chasing after Stan.

"OH CRAP!" Stan screamed in fear before he turned around and ran for his life.

 _"Don't look back... Don't look back... Just..."_ Stan nervously thought right before the Yenaldooshi slashed his right arm and the red Omnitrix together.

SLASH!

"ARGHHH!" Stan howled in pain feeling a massive amount of pain suddenly occur in his right arm and the Omnitrix which slowly beeped...

And changed colour from a dull red to a bright yellow colour with yellow Omni-energy leaking out from the watch violently.

BEEP! ZAP! SPARK!

After the Yenaldooshi struck Stan, he tumbled across the desert ground and came sliding to a halt on his back.

Whoosh! Thump! Thud!

Groaning in pain and feeling woozy, Stan coughed out dust from his mouth and struggled to get back up whilst the Omnitrix brokenly beeped out, "Warn...ing... DNA... Sam...ple... Dete..cted... Scan Mo...de... Acti...ted... Ple...as... St..an..d by..."

Beep... ZAP! SPARK! Groan...

Not hearing the Omnitrix malfunction, Stan slowly opened his blue eyes and panted out, "Urgh... Gah... Huh..."

Carefully recovering, from the desert ground, Stan adjusted the vision of his brown glasses and murmured out, "Gotta see if I'm injured..."

Looking at his right arm, Stan then noticed that the Yenaldooshi had managed to scratch his right arm briefly as blood trickled down it.

"Oh no... No... No... No... Okay... I've gotta stop the bleeding, Need to find some bandages..." Stan whimpered to himself clutching his right arm in pain.

"STAN! HE'S OVER HERE!" The familiar voice of Max called out to him as the adults sprinted over near him.

Shocked, Stan quickly turned around and ran over to Max and hugged him as he began crying in sadness.

"OH UNCLE MAX! I'M SO GLAD TO SEE YOU!" Stan loudly sobbed out as tears leaked onto Max's Hawaiian shirt.

Horrified by Stan's condition, Max just hugged him back tighter and told him, "It's okay... You're safe now Stan."

As Max looked after Stan, Wes and Logan quickly sprinted over to the cliff face and watched as the Yenaldooshi tumbled down the cliff face.

"Blast it all... We lost the Yenaldooshi, Logan." Wes reluctantly informed Logan who clenched back his fists and allowed his sharp metal claws to go back into his knuckles.

SKIRT!

"This isn't good, who knows how pissed off that thing is going to be now." Logan nervously pointed out before he heard Stan sobbing loudly nearby and muttered, "And to make matter's worse, we've got an injured kid on our hands!"

As Logan and Wes sprinted over to Max and Stan, Stan was crying loudly as Max looked over his bleeding right arm in pain.

"THE WEREWOLF SLASHED MY RIGHT ARM AND IT HURTS UNCLE MAX!" A sobbing Stan loudly cried out in pain.

Facing Wes and Logan, Max bluntly told them, "I need a bandage to stop the bleeding. So please help me!"

Wes quickly placed his Hunting Rifle on the ground and prepared to get out a bandage from his backpack until Logan then grabbed hold of part of his shirt sleeve and ripped it off with his hands.

RIP!

Having ripped the cloth off, Logan told Max, "Give me his right hand, so I can stop the bleeding."

Max allowed Logan to moved in before he gripped his teeth and carefully wrapped it around Stan's right arm where the Yenaldooshi had scratched it earlier.

Feeling the bandage wrap around his arm, Stan stopped crying and looked upwards before he saw Logan sigh in relief and jokingly state, "Now would you please stop crying?"

"Oh thank you so much... You're a hero Logan Or should I say Wolverine?." Stan happily stated before he smiled brightly at Logan who rolled his eyes and said, "Glad to help out kid."

"I think that the best plan would be to regroup back at the Rust Bucket and discuss what happens next." Wes then suggested to the group.

"Good idea, I'd rather be in a safe spot where we can plan our next move," Max told Wes before he walked off with Wes.

Logan then followed the others before Stan looked down at the Omnitrix.

The Omnitrix was now a bright yellow colour with the button, faceplate and straps all glowing yellow as the dial spun around clockwise.

 _"I'll have to deal with you later."_ Stan nervously thought before he followed the group still clutching his right arm in pain slightly.

Thirty minutes later back at the Rust Bucket...

The Rust Bucket was now parked on the outskirts of the village where Wes, Kai and Max were talking about the Yenaldooshi sighting with a family of four.

"So it's true then, isn't it? The Yenaldooshi is real?" One of the tourists asked Wes who explained, "I'm afraid that the Yenaldooshi does indeed exist."

Meanwhile, Logan was on the opposite side of the RV where he was smoking on his Cuban cigar once again enjoying the peace and quiet.

Whilst the kids were sat down on a table near the RV which had been set up.

An exhausted Stan was sat down on the table drinking a bottle of water and recovering from the Yenaldooshi attack.

"And that thing scratched your arm? We should have gone with you." Gwen nervously muttered to Stan having sat down near him.

Looking at his right arm which still had the cloth on and the Omnitrix now back to its regular green colour, Stan pointed out, "It wasn't your fault anyway. I just got too cocky and look what it gave me. This injury will slow me down for a while."

"Oh Stan, I'm sorry I wasn't there to help you out." Ben also sadly muttered with Nibbler saying, **_"We should never split up like that again."_**

"Anyway, how did you get along with Kai, Ben?" Stan then questioned Ben wanting to change the subject.

"Well, it went alright... Could have been better." Ben sheepishly admitted before Gwen remarked, "Maybe, maybe not."

"Gwen!" Ben angrily complained placing his hands on his hips.

"Just don't seem overly interested Ben, Girls can totally sniff out desperation out a while away." Gwen pointed out to him.

 _ **"Okay... Thanks for the advice."**_ Nibbler then thanked Gwen before Stan noticed the tourists walk off.

"Where are all those people going?" Stan questioned Wes.

Sighing, Wes, Kai and Max walked over to the other kids and told them, "Off the reservation. They fear the Yenaldooshi's return. And with tonight's full moon, it's power would be greater than ever."

"True... It certainly left its mark on me." Stan replied staring at the bandaged gash on his arm just before Logan appeared.

"Hey don't worry about it kid." Logan then informed Stan before he remarked, "What matters is that you're alive and safe."

"I guess so. Still, Rath, Spitter and Diamondhead must have scared him off." Stan then muttered under his breath.

Kai then walked forward and told Stan, "My Grandpa told me what you did."

"Oh it's no big deal, I was just keeping everyone safe." Stan quietly replied to Kai.

"I understand. So Ben, how have you been helping out others?" Kai then asked Ben.

Grinning, Ben then explained to Kai, "Well, were pretty much this total superhero 24/7 who can kick a lot of ass."

Ben then held out his left arm before Nibbler emerged from it and told everyone, _**"We are Agent Nibbler and we are a team."**_

Splat... Slither...

"Don't forget about me. I can perform magic whilst Stan and Ben can transform into aliens." Gwen then explained to Kai before remarking, "Call me Lucky Girl."

"Hmph. That would explain why you all smell different, you all have different powers." Logan then remarked before Stan frowned slightly and began scratching his back.

"So? What kind of things have you done?" Kai asked Ben who smirked and explained, "You know the usual, Arrest criminals, take down aliens, save mankind..."

"Stan? Why are you scratching yourself like a monkey?" A concerned Gwen then interrupted Ben's speech.

Everyone then glanced at Stan who was now scratching the front and back of his body whilst muttering, "Argh... Gah..."

 _ **"Are you okay, Stan?"**_ Nibbler then asked Stan who snarkily joked, "No... I'm not... I'm so blasted itchy! Can someone please scratch my back?"

Nodding back, Gwen moved forward and carefully scratched Stan's back gently.

Feeling slightly relieved, Stan then clutched his head in pain and felt his blue eyes stinging.

"Ah... Now my eyesight? Not good." Stan muttered before he took off his brown glasses and placed them on the table near him.

Stan then sat down on the dirty ground and quickly undid the shoelaces on his trainers and tossed them aside on the ground.

"Stan, what are you doing?" Max questioned him in worry before he took off his socks and began scratching his body even more.

Scratch! Scratch!

"Can't stop... Scratching!" Stan mumbled under his breath right before his pale skin turned into a dull grey one with his neat black hair following on.

No longer talking, Stan then used his legs to scratch himself like a Werewolf causing Wes and Logan to look at each other in shock realizing what was happening to him.

"Oh no... He's turning into a Yenaldooshi." Wes whispered to Logan who whispered back, "Poor kid. We've got to help him get through this."

As Stan continued scratching himself, his neat black hair slowly grew longer becoming spiker whilst his face also gained a pair of bushy sideburns on either side of his face.

Then his hands and feet grew sharp and pointy claws before his teeth gained a pair of sharp and tough canines replacing his normal clean teeth.

Now transformed, Stan continued scratching himself before Gwen told him, "Uh, Stan... Your face looks..."

"Neat? Yeah, I make sure I'm in good condition." Stan pointed out to the group still unaware of what had happened to him.

"Actually it looks really hairy." Kai then bluntly remarked to him.

"Hairy?! What nonsense are you talking about? Everything's fine." Stan told everyone not noticing that his ears point upwards.

Sighing, Ben then grabbed hold of a mirror and gave it to Stan saying, "Um... You may want to look at yourself."

Looking in the mirror, Stan's bright blue eyes widened in shock and fear before he froze and noticed his spikey claws and messy hair along with his grey skin colour.

"What... No... What... Could... ARGHHHHH!" Stan mumbled out before he screamed in shock and yelled out, "WHAT IS HAPPENING TO ME?!"

"So this isn't one of your transformations?" Kai questioned Stan just before he grew out a small black furry tail that emerged from his back.

Looking at everyone else, Stan frantically muttered before he howled loudly at the night sky, "No it's not! I don't know... What... Noo... "ARRRRROOOOO!"

Once Stan finished howling, he slowly looked around with a paranoid look in his blue eyes with a slight grin on his face.

 _"This power... It's making more feral then what I was before... I'm so hungry! I need some nice fresh meat..."_ Stan ferally thought to struggle to control his new feral instincts.

Looking around at his sharp claws, Stan then removed the ragged cloth around his right arm and dumped it onto the floor with the wound now fully healed before he began licking his injured wound.

Wes then asked Stan with concern, "Stan, were you bitten by the Yenaldooshi?"

Glaring at Wes, Stan then snarkily told him, "What do you think old man? Of course, I was!"

Logan growled and moved forward near Stan before telling him, "If I were you bub, you'd best watch that damn mouth of yours."

Stan then froze and shook his head briefly before he told Logan, "Sorry about that. I guess the Werewolf inside me is trying to gain control."

"Well no matter who you are, you'll always be my nephew." Max bluntly informed the changing Werewolf before he pocketed Stan's brown glasses in his shirt.

"Thanks, Uncle Max." Stan thanked Wes before he informed Wes, The Yenaldooshi bit me when I was Diamondhead and it cracked the skin of him. If that didn't work, the large gaping cut I had certainly did the trick."

"Stan, this is nothing to make light of. The Yenaldooshi can create others in its image. And when it does, those followers will seek to destroy those closest to him." Wes fully explained to Stan.

Shocked and in disbelief by what had happened to him, Stan kneeled on the ground before he muttered, "What have I done?"

"Stan, look at me. We'll get through this. I promise you." Gwen then said kneeling next to him.

Stan merely gave a toothy smile back before Max then asked Wes, "So how exactly does Stan un-wolf?"

"The only way to reverse its spell is to kill the Yenaldooshi," Logan informed the group.

"With a silver bullet right?" Stan asked Wes who stated, "That's in the movies. You must dip a silver pendant in the juice of the Arbol Del Matrimonio Cactus and place it against its heart. And we must do it before tonight's full moon or you could remain like that forever Stan."

Stan gulped and nervously muttered, "Forever? Well... I'd better get used to being a Werewolf then."

"The Navajo also believe the Yenaldooshi is a god." Kai then pointed out to Stan.

"Hey, I don't want to be some smelly Werewolf for the rest of my life! I'd rather stay transformed as Upgrade, Gadget Cat or Grey Matter!" Stan angrily ranted out again before he calmed down.

 _ **"I don't know why, but I swear we've seen this before..."**_ Nibbler then muttered under his breath thinking about something off-topic.

"I will get the pendant," Wes informed the group before he walked off.

Grumble...

Stan's stomach then grumbled for food before he hungrily muttered, "Is anyone else peckish?"

"MOO!" A cow then blared out from nearby catching the group off guard.

Nearly a few mins later inside the Rust Bucket...

Ben, Gwen and Kai were gathered around the side booth on Gwen's laptop together.

"So what do you know about Werewolves in general Gwen?" Ben asked Gwen in curiosity.

"Well, Werewolves as phenomena have sightings all over the world, but the origins of the legend can be traced back to medieval Europe during the Middle Ages," Gwen explained to them.

Nearby, Stan sniffed out some food he wanted to consume before he spotted a packet of Doritos.

Grinning, in joy, Stan then ripped open the packet and devoured the crisps before he tossed the packet aside.

RIP! CRUNCH! CRUSH!

"Need more... Need eggs! And ham! And ketchup! And milk! And cheese! It's to die for!" Stan madly muttered before he grabbed hold of a nearby bowl from the cupboard.

Running over to the fridge, Stan quickly dumped some Eggs, Ham and Cheese into the bowl before he poured in some Milk and Ketchup.

Now satisfied with his meal, Stan then hungrily devoured the meal as bits of food went splattering all across the RV.

CRUNCH! CHOMP! SPLAT!

Now full, Stan looked upwards and spotted that Gwen and Ben had taken cover behind her laptop whilst Kai was covered in food crap.

"Oops... Sorry." Stan sheepishly admitted to an unimpressed Kai before Ben handed her a napkin and said, "Here, use this to clean up."

"Thanks, Ben," Kai informed him causing Ben to blush slightly before he sat back down.

"So Nibbler, you think we're making a good impression on her?" Ben whispered to Nibbler who replied, **_"Most likely, she'll be head over heels for us in no time."_**

Gwen rolled her green eyes at the actions of the boys and found the information she was looking for on Wikipedia.

"Ah! Here we go, the Arbol Del Matrimonio Cactus." Gwen pointed out with Kai and Ben watching on.

Stan then sprinted across the side booth on all fours and sprinted towards the fridge before he opened it and peered above the side booth.

"You know, I just realized that I'm acting like Bigby Wolf from Fables which is made by Vertigo comics, not DC. Anyway, time to see what else I can wolf down." Stan explained before he began hungrily devouring more food.

CRUNCH! CHOMP! CRUNCH!

Then Stan began transforming yet again.

"ARGH! Not again!" Stan whimpered out before his muscle mass grew in size with his body changing rapidly.

As Stan grew in size, his clothing grew to accommodate his larger and muscular body which became the size of Shocksquatch or Rath whilst he lost all trace of his Human side with his claws also getting bigger and longer and a pair of small spikes appearing on his shoulders and arms.

His messy black hair and sideburns vanished only to be replaced with dark grey fur that spiked upwards slightly as his nose became larger with light grey fur surrounding his mouth.

His ears then became even pointer and spiked upwards more whilst his bright blue eyes changed into two glowing dark blue eyes with no pupils in them with dark blue fur appearing on his face.

Then his tail grew in size and became larger and furrier whilst his legs and arms became muscular and strong as his transformation finished.

Looking at the group now changed again, Stan noticed that he was looking more like a Werewolf before he muttered in a thick and deep voice, "Fascinating... I seem to be evolving at a more rapid pace then I was before."

Stan then grabbed hold of a piece of Chicken meat and began devouring it hungrily before Kai pointed out, "You're looking more and more like a Yenaldooshi."

"True, but I still feel like me. Although that may not be the case for much longer." Stan replied before he drank a gallon of Orange Juice from the fridge.

Once the bottle was empty, Stan tossed it onto the carpet and smelled the area with his newfound sense of smell.

Sniff... Sniff...

"Mmm... Something hungry is nearby... I must devour it!" Stan ferally and hungrily mumbled before he ran out of the Rust Bucket on all fours.

Using his enhanced strength, Stan then grabbed hold of the RV door and swung upwards before landing on the Rust Bucket roof.

WHOOSH! THUNK!

Staring down at the landscape below him, Stan couldn't help but give in to his feral instincts before he stood upright on the roof and began pounding his chest.

"ARRRRROOOOO!" Stan loudly howled out before he stopped pounding his chest and looked around the area searching for more food.

Using his enhanced vision, Stan then spotted a young Jackrabbit on the horizon and muttered, "You're mine... Grrrr..."

The small animal looked upwards and spotted Stan leap off the ground and yell out, "RARGHH!"

Panicking, the Jackrabbit jumped into the ground before Stan landed on the ground and began digging out the dirt trying to get his prey with his thick claws.

"Okay, Stan! You've got to calm down right now!" Gwen then shouted out interrupting the Werewolf from getting the animal.

Confused, Stan looked upright and spotted Kai covered in dirt before Ben leaned in and joked, "Guess you can teach a wolf new tricks."

"Ah shut up! At least you're not suffering from feral instincts like I am." Stan angrily growled back before he shook his head once again.

"Urgh... I've got to stop doing that." Stan muttered to himself before he got on his paws like a dog.

Max, Logan and Wes then appeared with some new information.

"The NASA tracking station on the north ridge was just destroyed by some sort of Werewolf. It, unfortunately, also killed some of the guards there." Wes reluctantly informed the group.

The kids were horrified and shocked by that before Logan asked them, "I take it you kids have never dealt with anything like that before?"

 _ **"Can't say that we have truth be told. Anyway what else did the Yenaldooshi take with** **it?"**_ Nibbler then questioned Logan.

"It took some satellite equipment back to its lair as well," Wes informed Nibbler.

Now curious, Stan placed his furry hand under his head before he realized, "Eureka that's it!"

Everyone else looked at Stan before he told them, "The Werewolf also ripped out that receiver you had on the Canyon wall early today. But the question is why would it do that?"

"Obviously it's angry that technology and man have invaded what it considers to be it's sacred land and is taking precautions to ensure that it remains in charge of the land," Wes explained to the group.

"We need to find the Yenaldooshi and find it fast before it can kill any more people here." Max then bluntly muttered to the group.

"You won't be able to look for both the Yenaldooshi and the Cactus." Kai reminded Max before Gwen suggested, "So let me and Kai find the Cactus."

"Agreed, once we've got it. We'll call you." Kai informed the group.

"Alright, so we've got a plan. Stan, Ben you come with us." Logan informed the boys who nodded back.

Wes, Max and Logan then walked off as a group whilst Ben and Kai then said at the same time, "Be careful."

"Urgh... Those two are certainly head over heels for each other." Gwen whispered under her breath before she walked off with Kai.

Walking forward near Stan, Nibbler subsequently overtook Ben and fully transformed.

Splat... Slither... Squelch...

Once Nibbler transformed and stood near Stan, Logan smirked and told Nibbler, "I knew I recognised that smell earlier. You're a Symbiote aren't you?"

 _ **"Correct, but how do you know about our kind?"**_ Nibbler questioned Logan who explained, "I've been around for a long time. Longer then you think. And I've seen a lot of in my life."

"How old are you then?" Stan questioned Logan in curiosity.

Logan merely faced Stan and told him, "I'd say I'm maybe one hundred years old. Hell, I even know if that's right. But that's still good enough for me to get by."

Stan couldn't help but feel his jaw drop again before he walked on all fours after Logan with Nibbler following on.

Nearly ten minutes later still in the New Mexico desert...

The desert wind howled loudly as Wes kneeled and used a stick to draw a diagram of the local region.

"The NASA station is west of here. It's surrounded by lakes to the north, south and east." Wes explained before Max stated, "Meaning it must have gone west am I right?"

"Sounds right to me bub," Logan said patrolling the area with Nibbler also acting on guard duty.

"Hmm... I've got an idea. Let me see if I can help." Stan spoke before he looked upwards and then howled out, "ARRRRROOOOO!"

The region remained silent before a louder, "ARRRRROOOOO!" Was heard in the distance.

"Got you... Follow me!" Stan muttered before he leapt off the rock and sprinted into the distance.

Nibbler and Logan sprinted ahead first with Wes and Max following on from behind.

A few moments later on the edge of a cliff face...

All remained silent as Max aimed his flashlights in a small clearing with Wes, Logan and Nibbler on edge.

"Where the hell did Stan go?" Logan muttered under his breath before Nibbler noticed some more tracks, _**"Look! Tracks."**_

"Nice work the two of you, but it would seem that the tracks end here," Max informed the group.

Something was then heard in the distance before Wes cryptically said, "I sense it's presence."

Immediately, Wolverine activated his Adamantium claws and Nibber enlarged his fists.

SPLAT! SKIRT! Slither...

As Wes cocked his Hunting Rifle, Max looked up and shouted out, "UP THERE!"

What appeared to be to the Yenaldooshi slowly leapt forward before it was revealed to be Stan.

He had now transformed into his full Werewolf form which was very similar to the Yenaldooshi.

Like the Yenaldooshi, Stan now had dark blue-grey fur covering his body with his large black bushy tail being bigger with a long pitch black mane around his face with a pair of long jagged spikes juddering from his shoulders.

Also, Stan's hands and feet now had three sharp claws on his hands and feet with his dark blue eyes staring at the group.

Also, Stan's smart clothing had now stretched and extended across his large bulk as well with rips and tears in the fabric.

"Guys! It's me, Stanwolf! ARRRRROOOOO!" The newly born Werewolf loudly howled out in a thick and gruffly voice.

"The transformation is complete. We need the Cactus now." Wes informed the group whilst Wolverine and Nibbler deactivated their powers.

SKIRT! Splat... Slither...

Nodding back, Max then took out Stan's cellphone from his pocket only to get the message, 'No Service' appear on the HUD.

"I've got no reception on Stan's phone, Wes," Max calmly informed Wes.

Wes calmly unzipped his backpack and took out a red Flare Gun before he loaded an empty flare clip into the weapon and muttered, "We'll have to summon them another way."

Meanwhile in another part of the New Mexican desert...

Kai and Gwen slowly walked through the desert whilst Gwen were flipping through her magical spellbook looking for new Spells to utilize.

"The Canyon de Chelly is a sacred place. It's where our spirits go." Kai explained to Gwen who put her spellbook back in her back pocket.

"Well, maybe the spirits can help us find that Cactus because I'm about ready to give up." Gwen snarkily muttered before she decided to sit down.

Right on a Catci plant.

"ARGH!" Gwen shouted out in pain before she landed on the ground face first with sharp thorns and vines present on her back and bottom.

The Arbol Del Matrimonio!" Kai shouted out before she said, "I guess the spirits work in strange ways."

"And bloody painful ones." Gwen angrily complained back before she slowly got up and removed the plant from her back carefully.

Beep... Beep...

Hearing her cell phone beep, Kai opened it up and saw the message, 'No Service' appear on the HUD.

"No phone signal," Kai muttered just before they heard a flare fire up in the air.

WHOOSH! KA-POP!

Noticing the night sky light up, Gwen told Kai, "Look over there! They must be sending us a signal."

"Then let's regroup with them," Kai informed Gwen before the two ran off to rejoin them.

With the others...

After the flare gun was fired, Max sighed and mumbled under his breath, "I hope they found the cactus."

 _ **"Relax, I'm sure they have,"**_ Nibbler muttered before Logan sniffed the area.

Sniff... Sniff...

"Heads up! We've got company!" Logan pointed out before he activated his Adamantium Claws.

SKIRT!

The group then looked up behind where they saw the Yenaldooshi appear on a nearby rock face.

"Grrr..." The Yenaldooshi snarled out before it jumped and landed on the cliff face.

THUNK!

Looking closer at the Werewolf, the group noticed that its claws and fur were covered in blood upon closer examination.

Enraged that the Yenaldooshi had killed innocent people, Stanwolf snarled before declaring, "Grrr... I'm going to enjoy fighting you."

"Focus Stan! We need the Cactus to destroy it!" Wes reminded Stanwolf just before the Yenaldooshi leapt forward and tried to attack Stan.

However, both Wolverine and Nibbler leapt towards the Yenaldooshi and tackled the creature before delivering their attacks against it.

WHOOSH! SMASH! SLICE! THUD!

Wolverine slashed the creature with his claws before Nibbler then kicked the creature onto the dirt ground.

 ** _"That's for harming our best friend!"_** Nibbler taunted the Yenaldooshi whilst Wolverine smirked cockily.

"Nice work guys, but that thing doesn't need anything to take us out," Stanwolf replied.

Annoyed with what happened, the Yenaldooshi once again opened up its mouth and fired out a large purple sonic blast.

HOWL! WHOOSH! BLAST!

This time, Stanwolf and Nibbler were prepared with the two aliens standing upright in front of the grown-ups and blocked the attack with their hands pushing firm against it.

The attack barely affected the group before Stanwolf cockily muttered, "If that Werewolf can do that trick, then I can as well."

"Guess it's bark is worse then it's bite." Wolverine joked out before he ordered Stanwolf, "Why don't you show him what you're made of bub?"

Getting the message across, Stanwolf smirked and glared towards the Yenaldooshi ready for his rematch.

"Time to see who the better Werewolf is." Stanwolf muttered before he roared out, "ARRRRROOOOO!"

The Yenaldooshi merely howled out, "ARRRRROOOOO!" And then charged back towards Stanwolf who also sprinted on all fours before they collided.

SMASH! WHAM!

Immediately, both Werewolves tumbled onto the ground briefly before they began viciously fighting to tear each other apart.

First off all Stanwolf punched the Yenaldooshi's jaw sending spit and blood flying out of the mouth of the creature.

PUNCH! CRACK!

The Yenaldooshi responded by uppercutting Stanwolf and causing him to go flying upwards and landing on his back.

SMACK! WHAM! PUNCH!

Gritting his teeth in anger, Stanwolf spat out some blood before he charged back in and buried the Yenaldooshi's head against the dirt ground.

SMASH! PUNCH! THUD!

The Yenaldooshi spat out some dirt and ended up pinning Stanwolf against the ground in response.

WHOOSH! SMACK! THUMP!

Now pinned down on the dirt ground, Stanwolf snarled and thought to himself, _"Come on! How did that Werewolf do that attack? Wait, that's it!"_

Remembering how the Yenaldooshi had opened his mouth, Stanwolf then opened up out his mouth and fired out a large green sonic blast from it.

HOWL! WHOOSH! BLAST!

The Yenaldooshi then ended up tumbling onto the ground stunned by the blast causing Stanwolf to smirk and cheer, "Alright! Now that was awesome!"

"Now it's my turn." Wolverine muttered under his breath before he yelled out, "Time for a rematch you mangy freak! RARGH!"

Wolverine then bodyslammed into the back of the Yenaldooshi as the two were sent scrambling onto the dirt ground.

Furious, the Yenaldooshi tried to bite Wolverine's face, but the old Mutant blocked the attacks with his thick Adamantium claws and stabbed the Werewolf in its chest.

WHOOSH! SNAP! SLICE! CRACK!

As Wolverine and the Yenaldooshi grappled it out, Stanwolf decided it was time to keep up the pressure.

"Time to go XLRWolf," Stanwolf muttered under his breath before he looked at his right arm expecting the Omnitrix to be there.

Except it had vanished completely.

"What?! Where's the Omnitrix gone now?!" Stanwolf muttered as he frantically searched over his body for the alien device.

SMASH! WHACK!

A battered and injured Wolverine was sent flying back from the Yenaldooshi before he muttered out, "That's one tough son of a bitch. Symbiote! You're up!"

Grinning, Nibbler then hurled a rock towards the Yenaldooshi's head and shouted out, _**"Hey fang-face! You're fighting us now!"**_

The fed-up Yenaldooshi simply charged towards Nibbler before he smirked and roared, _**"** **RARGHH!"**_

Nibbler then aimed out his hands and began firing numerous tendril blasts directly towards the Yenaldooshi's mouth.

WHOOSH! SPLAT! SLITHER!

The Yeanldooshi took the attacks head-on and charged into Nibbler before both combatants crashed onto the dirt ground.

CRASH! THUMP!

Nibbler quickly enlarged his hands and began battering the Yenaldooshi just before Gwen and Kai scaled up the cliff face.

SPLAT! SMACK! WHAM!

With the Yenaldooshi slowly being overpowered and beaten, Wolverine then noticed the girls before he asked them, "Did you get the Cacti?"

"Yes, we did," Kai explained to Wolverine who grinned back and told Wes, "Hey Wes, It's time we ended this thing for good."

"Good, now everyone, we need to subdue the Yenaldooshi as a team," Max informed the powered heroes.

Agreeing with Max, Stanwolf then ordered Logan and Gwen, "Wolverine, Lucky Girl, Help Nibbler restrain the Yenaldooshi so Wes can perform the ritual to break the curse on me!"

"Got it bub! I'll help out Nibbler!" Wolverine shouted out before he charged into the fight to help Nibbler restrain the Yenaldooshi fully.

With the Yenaldooshi slowly being restrained, Gwen then shouted out the following spell, "Adfishio Potentia!"

BZZZT! WHOOSH! GRAB! ZAP! SPARK!

Various pink Mana beams extended out from Gwen's hands that grabbed hold of the Yenaldooshi and forced it onto the dirt ground.

Now seemingly trapped, Stanwolf then ran behind Logan and Nibbler and grabbed hold of the Yenaldooshi's tail with all the powered individuals now having trapped the Werewolf.

Whilst the Yenaldooshi was restrained, Wes took out a small silver pendant from his pocket and applied the Cacti juice onto it.

With the weapon now ready, Wes sprinted forward and shouted out, "May you be cast back to the depths of hell from when you came Yenaldooshi!"

 _ **"Just hurry up already Wes! We can't hold this thing for much longer!"**_ Nibbler shouted out to Wes before Ben yelled, "Please hurry up!"

Wes then sprinted forward and placed the silver pendant on the Yenaldooshi's chest which watched on in shock.

The group waited patiently for something to occur to the Yenaldooshi only for nothing to happen.

Shocked, Wes stepped back and held out the pendant before he muttered out, "What?! Why is the ritual not working?!"

The Yenaldooshi then took its opportunity to escape as it broke free from the group trapping it.

First of all, Nibbler and Wolverine were sent flying to the side before the Yenaldooshi grabbed hold of Stanwolf and slammed him onto the ground back first.

SMACK! THUD! WHAM! SMASH!

"Wait! Shouldn't something happen?!" Gwen shouted out in shock just before she narrowly avoided the Werewolf jumping over her.

WHOOSH! THUNK!

Once it jumped over Gwen, the Yenaldooshi scaled up a nearby cliff face and fled the area before it howled one last time, "ARRRRROOOOO!"

Once the Yenaldooshi was gone, everyone gathered together and deactivated their powers before Logan angrily asked Wes, "What the hell Wes? I thought you said that pendant would kill the Yenaldooshi."

"I'm confused too, Logan. That ritual should have worked." Wes muttered in confusion before Kai had a crazy theory.

"Grandpa. The pendant didn't work, because maybe we're not dealing with a Yenaldooshi." Kai proposed to the group.

Everyone was caught off guard by that statement before Stanwolf pointed out, "But I don't understand. That Werewolf bit me, isn't that why I'm like this?"

Just then Stanwolf began twitching in pain as he began transforming for the final time.

"GAH! What's happening now?!" Stanwolf muttered out before he howled out, "ARRRRROOOOO!"

This time, Stan's damaged clothing slowly faded away and was replaced with a white jumpsuit that slowly formed over his chest with a black covering around the rim.

Standing up, Stanwolf then noticed that the jumpsuit gained three brown vertical lines that went down on the shirt and it didn't extend over his head or arms.

Then, the jumpsuit gained four brown lines which formed around his stomach right before the Omnitrix symbol emerged on it.

Beep... FLASH!

Stanwolf was then engulfed by a flash of bright green light before he glanced down at the Omnitrix symbol speechless.

"Kai's right, Stan. Maybe you're not some Navajo Werewolf... But an alien Werewolf!" Gwen then pointed out in shock before finishing with, "Which is why you haven't been able to access your transformations normally. Because you're already an alien!"

"That would explain that howl of his." Wes also pointed out with Logan muttering, "So it wasn't a real Werewolf, but an alien? Jesus. All that panic for nothing."

Still confused, Stanwolf then asked everyone, "Okay... That would explain a lot, but how did I even end up like this?"

 _ **"I think I may have an answer. Hopkins, when the Yenaldooshi scratched the watch, did it change colour at all?"**_ Nibbler bluntly informed Stanwolf.

Thinking carefully about when the Yenaldooshi had attacked him, Stanwolf remembered seeing the Omnitrix glow yellow and what had happened to him.

(Flashback)

"ARGHHH!" Stan howled in pain feeling the Omnitrix glow from red to bright yellow in an instant.

BEEP! ZAP! SPARK!

As the Omnitrix scanned the DNA of the Yenaldooshi, Stan's blue eyes briefly glowed bright yellow with no pupils before he landed on the ground injured with his eye colour reverting to normal just as quick.

Whoosh! Thump! Thud!

"Right! And when the Yenaldooshi scratched the Omnitrix, it glowed yellow! Therefore it must have absorbed the DNA of the alien into the watch before I underwent a slow transformation into what I am right now!" Stanwolf then fully explained to the group.

"Huh... An alien Werewolf! Just when I thought this summer couldn't get any stranger." Max suggested to Stanwolf still in awe by the idea of an alien werewolf.

 _ **"Just as we thought. It would seem that the Omnitrix can scan the DNA of certain aliens if they were to touch the faceplate."**_ Nibbler informed Stan.

"So let me get this straight, Green is Normal Mode. Red is Recharge and now Yellow is Scan Mode? What other colours does the Omnitrix have?" Wes questioned Stanwolf.

"There's a Radiation Mode where the faceplate goes Dark Red and it detects Radiation." Stanwolf pointed out before he muttered, "There was a Randomizer mode as well I think..."

"Talk about the colours of the Rainbow." Kai then snarkily joked to Stanwolf who shrugged back in response.

Then, to prove her point, the Omnitrix beeped out, "Loboan DNA sample now added to selection system... Warning! Due to temporary damage sustained from host DNA Source, the Master Control feature is temporarily offline for your safety. All other modes are fully operational. This failsafe will revert upon Host DNA changing back to normal. Thank you and have a very safe day!"

"Seriously?! I get my seventeenth alien and I can't even change back to normal because the Omnitrix is not working right?! Oh, good grief..." Stanwolf muttered under his breath in annoyance.

Logan then rolled his eyes, walked forward and told Stan, "Ah knock it off bub! Just be glad you aren't stuck as a Werewolf for the rest of your life."

Nibbler then moved in front of Stanwolf and Logan before telling him, _**"HEY! Don't say crap like that to our brother!"**_

"Well sorry, but I just gave your friend a reality check." Logan calmly replied remaining calm and focused.

Nibbler sighed and decided to morph back into Ben to conserve his strength.

Splat... Slither... Squelch...

As Nibbler shrunk back into his body, everyone gathered around Stanwolf who sighed and muttered, "Hey, it's okay. Logan's right and besides I just realized something!"

"What is it?" Wes questioned Stanwolf who told him, "If only I had known about the Scan mode earlier! Can you imagine how many new aliens I could have gotten like the Limax or Ultimos if they had touched the watch? That would have been so cool..."

"Right now, I'd worry about you being Stan." Gwen snarkily joked back before she asked him, "So what are you going to call that new form of yours?"

Looking over his alien body, Stanwolf then declared, "Stanwolf sounds too cheesy. But I've got a better name, How about Blitzwolf?"

Everyone then looked at the newly dubbed Blitzwolf before Ben suggested, "Maybe, but Blitzwolfer sounds cooler."

Now having a name that could work and be good, Blitzwolfer chuckled back and said, "Done. Blitzwolfer it is then."

The dirt ground then began shaking slightly causing everyone to be shaken around.

Rumble... Crash... Crack... Rumble...

"Great, an Earthquake. Just what is that Yenaldooshi up to now?" Logan snarkily joked out before Wes told him, "Something tells me we have other issues to deal with."

Looking around, Kai then spotted a cave and told everyone, "Look, there's a cave we can access over there."

Agreeing with Kai, Logan then walked near the cave and sniffed it with his nose.

Sniff... Sniff...

"I can smell the Yenaldooshi's tracks from here. It's inside the cave." Logan informed everyone who moved near the cave when...

SCREECH! WHOOSH! HISS!

A flock of Mountain Bats then emerged from the cave entrance causing the girls to scream, "ARGH!"

Ben then burst out laughing before Blitzwolfer rolled his blue eyes and told everyone, "This is it. Where old fang-face's lair is."

"Stick together and watch your backs." Max then ordered the group especially the kids before he took out his flashlight and turned it on.

Flick!

Having a bright idea, Gwen then held out her left hand upwards and said, "Illuminatus."

Bzzzt... Whoosh...

A pink ball of glowing Mana energy slowly appeared above her left hand before she told the group, "This illumination spell should help us out."

"Nice work, Gwen. Now let's go." Blitzwolfer advised the group.

A few moments later inside the cave...

Water was heard dripping from somewhere within the cave along with some rubble collapsing in the distance of the grey cave.

Drip... Drip... Rumble...

Looking around the tight cave, Blitzwolfer couldn't help but think, _"This certainly reminds me of the caves the Limax constructed under the retirement village all those weeks back. Man, that was a lifetime ago wasn't it?"_

"Do you smell that?" Gwen then questioned everyone interrupting Blitzwolfer's thought process.

"What? Blitzwolfer doesn't smell that bad." Blitzwolfer spoke defending himself.

"Not you, wolfy. Something smells warm down here." Logan nervously spoke feeling on edge.

"That smell is Sulphur from the Lava in the rocks below us." Wes explained before he commented, "But the Volcanoes around here have all been inactive for millions of years.

WHOOSH! SPLAT! RUMBLE!

A massive flow of lava then emerged from around the corner with the thick liquid melting anything that was in its path.

The cavern then glowed orange before Ben turned around and Nibbler snarkily joked, _**"So that's not real Lava then?!"**_

"Oh yeah, it is." Max muttered before he told everyone, "Everybody, run!"

"No need to tell us twice, bub!" Logan shouted back before the group began running down the cavern at rapid speed with Blitzwolfer running on all fours behind them.

"That Yenaldooshi must have reactivated the Volcano!" Kai then shouted out to Wes.

"Maybe it wants us off our land, one way or the other," Wes yelled back to Kai.

The group then entered a large cavern before they froze in shock at what was below.

Directly ahead of them the path was split in half with the rock having fallen into a massive pool of molten magma below them.

On the opposite side of the cavern, the path continued into the depths of the Volcano.

"Ben, You turn into that Symbiote off yours and get the girls across the other side now!" Logan then ordered Ben.

Nodding back, Ben allowed Nibbler to overtake him before the Symbiote grabbed hold of Kai and Gwen gently.

Splat... Slither... Squelch...

 _ **"Hold on tight!"**_ Nibbler warned the kids before he sprinted forward and leapt over the large gap in the chasm.

THUNK! THUNK! WHOOSH!

Jumping in mid-air, Nibbler then landed on the other side and came screeching to a halt.

WHOOSH! THUNK!

Looking down, Nibbler noticed that both Gwen and Kai were safe before he let go of them.

 _ **"Okay, We're clear! Now jump across!"**_ Nibbler shouted back to the others.

Logan smirked and then muttered to himself, "Here goes nothing... RARGH!"

The Mutant then sprinted and jumped over the chasm before he landed on the other wall near the bottom of the lava.

WHOOSH! THUNK! SKIRT!

Feeling the lava burn his shoes briefly, Logan used his Adamantium claws and slowly clambered up the cliff face.

Using his Adamantium claws, Wolverine then clambered up the cliff face before Nibbler assisted him up onto the other side of the cavern.

"Thanks," Logan said to Nibbler who jokingly remarked back, _**"Any time, bub."**_

"Time to see how far this big bad wolf can jump," Blitzwolfer remarked before he grabbed hold of Max and Wes gently.

CRASH! RUMBLE! SMASH!

The rocky path then began collapsing before Blitzwolfer told Max and Wes, "I'm taking both of you and I'll need all the help I can get.

Blitzwolfer then opened up his jaw which contracted into four parts and stared down at the ground before he fired out a large green sonic blast from his mouth.

HOWL! WHOOSH! BLAST!

Using his the power generated from the sonic blast howl, Blitzwolfer flew upwards before he plummeted down to the other side of the cavern right before...

The Omnitrix symbol on Blitzwolfer's chest then began flashing red.

BEEP! BEEP! BEEP!

Max and Wes then landed on the other side of the chasm right as Blitzwolfer was engulfed in a flash of bright red light.

FLASH!

"STAN!" Max shouted out before he scrambled back up from the ground and ran over to the cliff face.

Peering over the cliff face, Max spotted a now back to normal Stan struggle to get up from the cliff face.

"Help me!" Stan begged Max who quickly grabbed hold of Stan's hand and dragged him back up.

Sighing in relief with all his clothing back to normal, Stan noticed his vision get blurry again before Gwen told Stan, "Here, these belong to you."

Gwen then placed Stan's glasses back on his face causing his vision to go back to normal.

"Phew... Thank you, Gwen." Stan muttered back to her before he noticed Ben lurking near Kai with Wes and Logan watching on.

"So, I guess you're back to normal after the watch timed out?" Logan bluntly asked Stan.

Looking at the Omnitrix which was now glowing green again back on the active mode, Stan nodded and stated, "Yeah, Now let me just check something."

Pressing down the green button on the Omnitrix, The green core rose up before it displayed the silhouette of Blitzwolfer on it.

"Attention! Now that the host DNA source is back to normal with the Loboan DNA sample added to the selection system, the Master Control feature is now available for usage again. Please note that to ensure your safety in the event of any new DNA samples scanned, Master Control functionality may be disabled until the host DNA source reverts. Thank you and have a very safe day!" The Omnitrix then blurted out before it went silent.

"So I guess the Omnitrix did absorb the Yenaldooshi's DNA after all. Nice!" Ben then excitedly said to Stan.

"Agreed. Welcome to the team, Blitzwolfer." A smiling Stan pointed out before he muttered, "He'll fit in well with Ghostfreak."

"As much as I'd like to continue this conservation, we still have a Yenaldooshi to find." Wes then reminded the group before he asked Logan, "How far is it now?"

Sniffing the air with his nose, Logan pointed towards the cave path and said, "Right in that cave. Let's go."

The group then left the molten magma cavern behind.

A few moments later, further ahead inside the cave...

The cave was quiet and devoid of life was the group walked into another chasm and saw an exit to the surface directly ahead of them.

"Look! A way out!" An eager Kai pointed out relieved to get outside again.

"So, I wonder where the Satelite equipment the Yenaldooshi took is?" Max then questioned the others.

Sniff... Sniff...

Sniffing the area nearby and hearing some nearby rocks clatter, Logan then froze and warned everyone, "It's here!"

WHOOSH! THUNK!

"Grrrr..." The Yenaldooshi muttered under its breath causing the group to turn around in shock and notice the dusty and dirty alien.

"That is one persistent predator," Ben muttered out before he transformed back into Nibbler whilst Wolverine took out his Adamantium claws again with Gwen taking out her magical book of spells ready to fight as well.

Splat... BZZZT! Slither... ZAP! Squelch... SPARK! SKIRT!

"Come on you mangy freak! Do you want to end this already?! Then bring it on!" Wolverine shouted out ready to fight again.

The Yenaldooshi merely opened up its mouth again and fired out a large purple sonic blast from its mouth.

HOWL! WHOOSH! BLAST!

The group narrowly ducked to the side avoiding the projectile attack before Wolverine and Nibbler prepared to fight back when...

"NO! Wolverine, Nibbler, Lucky Girl, all of you stay back! I want to fight him!" Stan then warned the others bravely.

Everyone glance at Stan in shock just before Max protested out, "I don't think so, Stanley! You need teamwork to beat this thing!"

Surprisingly Wolverine then deactivated his Adamantium claws and informed Max, "No, he wants to fight that Werewolf? Let him."

Nibbler and Gwen then glanced at each other before they also stepped back and allowed Stan to do what he requested.

Facing down the Yenaldooshi, Stan calmly closed his blue eyes before he whispered out, "Please let this work for me one last time... Blitzwolfer."

FLASH!

Emerging from the flash of bright green light, Blitzwolfer slowly cracked his neck and knuckles before taunting the Yenaldooshi, "What say we end this for good and see who the better Loboan is once and for all?"

"HOWL!" The Yenaldooshi roared back before he sprinted on all fours towards Blitzwolfer who chuckled back and roared out, "HOWL!"

The two Loboans then charged towards each other before they collided and began brawling again.

SMASH! WHAM!

This time, Blitzwolfer was able to back kick the Yenaldooshi with his legs having known what the hostile Loboan would do.

WHOOSH! KICK! THUNK!

As the Yenaldooshi landed on the ground injured, Wes then asked Max, "How was Stan able to do that?"

"From what I've seen with Stan, once he's fought someone as an alien. He's able to figure out the weaknesses of who he's fighting and exploit that against his foes." Max fully informed Wes.

"Hmm... So the kid has a good adaptable fighting style. Interesting." Logan muttered watching the battle with intrigue.

Having pinned the Yenaldooshi on the floor, Blitzwolfer then opened up his mouth and fired out his green sonic blast attack at the cavern roof.

HOWL! WHOOSH! BLAST!

Once the cliff face was hit, the rocks then plunged and crashed onto the Yenaldooshi causing Blitzwolfer to smile and declare, "He shoots, he wins, he scores!"

SMASH! CRASH! WHAM!

Infuriated, the Yenaldooshi then burst out from the rocks and sprinted towards Blitzwolfer who calmly smirked and thought, _"Time to finish this for good."_

Blitzwolfer then dodged the punch from the Yenaldooshi before he punched its leg with a well-timed kick.

PUNCH! CRACK!

With the Yenaldooshi now injured, Blitzwolfer charged into the hostile Loboan and hurled it into one of the rocky walls.

WHOOSH! SMASH! CRASH!

The Yenaldooshi then recovered only for Blitzwolfer to shove it onto the floor.

WHOOSH! THUNK!

Then the nearby wall cracked before it crumbled into debris as molten lava poured into the new cave.

CRASH! SPLAT! RUMBLE!

As the lava poured into the cave, the cavern began shaking before a horrified Wes yelled, "We can't let this lava flow go down the mountainside and into the village! Hundreds of lives will be lost if we were to fail..."

"Don't worry about that! I'll seal it off! Now get out of here!" Blitzwolfer then shouted back to the group.

"No, Stan! We can't leave you behind here!" An overprotective Max shouted back.

Facing Max, Blitzwolfer then confidently stated, "Look, Uncle Max! I'm not the same person who was afraid of everything at the start of the summer! I can and will do this!"

Still unconvinced, Logan then moved forward and told him, "Look, Max, I've been in this situation before. It's either make do or don't. So you have to choose."

Reluctantly, Max allowed that to happen just before the Yenaldooshi tumbled back onto Blitzwolfer and attacked him with his claws.

WHOOSH! THUD! SLICE! SLASH!

As the lava flow cracked around them and separated the Loboan's and the larger group, Nibbler reverted to Ben whilst Gwen placed her spellbook back in her back trouser pocket.

Splat... Slither... Squelch...

"Oh, Stan... We hope you can make it through this," Ben whispered under his breath having kneeled in shock.

Kai then touched Ben's shoulder with her hand and told him, "Ben, I think Stan is going to be just fine."

Grabbing hold of the Yenaldooshi's mouth, Blitzwolfer then roared out and managed to crack one of the jaw's of the Loboan.

CRACK!

"HOWL!" The Yenaldooshi howled in pain before it slashed Blitzwolfer with its claws back in revenge.

Blitzwolfer gritted his teeth in pain before he noticed Gwen call out, "That does it! I can't leave you there Stan!"

"Yes, you can! Now go, Gwen!" Blitzwolfer shouted out as the cavern began collapsing under the weight of the rocks and rubble raining down.

WHOOSH! SMASH! CRASH! CRUMBLE! SPLAT! Rumble...

Blitzwolfer and the Yenaldooshi stumbled back right before some boulders rained down upon both Loboans crushing them.

SMASH! CRASH!

"HOWL!" The Yeanldooshi screamed in pain whilst Blitzwolfer yelled out, "WHY ME?! ARGHH!"

Having no choice but to flee the cavern, the group quickly turned around and ran for their lives as rocks and boulders continued plunging and destroying the cavern floor.

WHOOSH! SMASH! CRASH! CRUMBLE! WHAM!

As the boulders plunged, a massive column of dust and dirt was generated from the rockfall before the group spotted a smaller cave and a way out.

"THERE THROUGH THAT CAVE!" Logan shouted out leading the charge to safety.

The group of five then ran through the cave and managed to successfully flee to the outside world just as the cavern imploded in on itself.

SMASH! RUMBLE! CRAKA-CRASH! CRAKA-Rumble...

A gigantic column of debris and dust was sent out from the cave before it slowly faded upwards into the atmosphere.

By now the sun was starting to rise in the distance as the group turned around and noticed that the cavern had been sealed off from the outside world.

Speechless, by what just happened, Gwen quickly sprinted towards the ruined cavern before she screamed out, "NO! STAN! YOU CAN'T BE DEAD! PLEASE DON'T BE DEAD!

Max and Ben then joined her along with Logan, Wes and Max before Ben said to Gwen, "Let's get digging and see if we can find him in the rubble! He may still be alive!"

Agreeing with Ben, Kai joined him and Gwen as the kids began carefully pulling back the rocks to find Blitzwolfer.

Sighing in disbelief, Logan then kneeled near the kids and told them, "Look... Uh, Kids. I don't mean to be rude, but I'm not sure if your friend is even alive in there."

 _ **"So?! We have to find him!"**_ Nibbler then shouted back from within Ben's body causing Logan to sigh.

"Look, kids, I don't mean..." Logan began before he sniffed the air with his nose.

Sniff... Sniff...

"Wait a moment! I can smell something from there, Get back now!" Logan loudly shouted out.

The shocked kids then moved near the adults before a familiar black Ectonurite faded through the rocks.

Whoosh...

Becoming tangible, Ghostfreak's singular eye was excited before he rasped out, "Told you... I'd be just fine..."

"Way to go Stan!" Max then praised Ghostfreak who rasped out, "Stan!" And transformed back to normal via the bright green light.

FLASH!

Now back to normal, Stan smiled and greeted everyone who was relieved to see him alive and okay.

Nearly an hour later back at the desert town...

It was now the early morning as the tourists and residents were active in the community once again.

Having not had a cigar in ages, Logan leaned against the wall and smoked on one whilst Wes was talking to a resident.

"So the Yenaldooshi is gone now? Thank you for making this place safe again." The tourist thanked Wes who smiled back and waved him goodbye.

Facing the Tennyson trio and Stan, Wes placed his hands in his pockets and told them, "Good news, it seems like a few people are returning. Thank you. All of you."

"Just glad to help out." Stan informed Wes before Ben scoffed and said, "Oh please... It was nothing!"

"So what do you think that alien wanted anyway?" Kai then asked the group.

"Since we never found any of that Satellite equipment or your Receiver, I can't say for sure," Max replied to Kai just as Logan strolled up carrying his strapped bag of belongings.

 _ **"Who cares? We fought a fricken Werewolf and won. Plus Stan can collect Alien DNA now."**_ Nibbler then bluntly remarked.

"Hey, I don't mean to interrupt this little conservation, but since the job's been done. I think I'll be heading off now." Logan informed Wes and Nibbler.

Wes then smiled back and shook Logan's arm along with Max's before he faced the kids.

"See you all around squirts," Logan informed the kids adjusting his hat to say goodbye giving off a brief smile.

"Same here." Kai pointed out before Gwen then asked him, "Wait. Don't you have any family here?"

"Kids, I don't have any family here. It's out there. Plus I've got other jobs to do and places to visit." Logan informed Gwen before he turned around and walked off.

"Take care, Logan!" Stan shouted back to him causing Logan to yell back, "You to squirts!"

Once Logan walked off, the kids then smiled slightly before Wes placed his hand and told Max, "I can't send you on the road without a few souvenirs."

As Max and Wes entered the museum, Stan looked down at his Omnitrix again and saw Blitzwolfer's silhouette on it with Gwen looking at it as well.

Knowing what he had to do, Ben then waltzed over to Kai and asked her, "Um... It's a long summer and maybe we'll see each other again?"

Gwen and Stan then looked at Kai and Ben before she nervously muttered, "The thing is... Ben and Nibbler... You seem like a nice guy..."

 _ **"And you..."**_ Nibbler began before Kai sadly stated, "But you're just not my type."

"WHAT?! **_WHAT!?"_** Both Ben and Nibbler shouted together in sync with Stan and Gwen watching on.

Shocked by what had just happened, Ben stumbled forward and told Kai, "But... Why not?! After everything we did for you?!" Before Nibbler took over and raged out, _**"**_ _ **You're just going to reject us like that?! You were our dream girl!"**_

"I know that you guys, but the truth is, I'm not really into you. I prefer Stan at the end of the day." Kai honestly admitted and glanced at Stan.

Immediately Gwen placed her arms on her sides and grew jealous of Kai as Ben and Nibbler were shocked by this revelation and were heartbroken.

Wanting to sort this out, Stan calmly walked forward and told Kai, "Look, Kai... I don't mean to be rude but I'm not really into a romantic relationship right now."

"It's not you that I'm interested in. It's Blitzwolfer." Kai then once again dropped the ball.

Speechless, Stan stepped back in horror as Kai rambled on, "I could train you... Tame you... You know..."

Fed up with Kai's attitude, Gwen then stepped in and angrily ranted out before exploding with rage, "Train him?! Tame him?! HOW DARE YOU! NO ONE TALKS TO STAN LIKE THAT! HE'S A PERSON WITH HIS OWN HEART AND FEELINGS! HE DOESN'T DESERVE TO BE TRAINED LIKE SOME ANIMAL! SO I SAY THIS. BACK! THE! HELL! AWAY! FROM! STAN!

Kai then noticed that Gwen's eyes flashed bright pink with no pupils in as her Anodite powers slowly took over her briefly.

"Jeez, Gwen! I know that was odd for Kai to say, but calm down!" Stan then nervously warned Gwen worried about what was happening to her.

Gwen merely glanced at Stan before she warned Kai, "So As I said before, Back the Hell away from Stan. Or else."

As Gwen's eyes reverted to normal, she then leaned down and whispered in her ear, "Because I'm the only girl he's interested in."

Shocked by Gwen, Kai then glared slightly before she complained, "Tch fine. Have it your way."

Kai then huffed and walked off before Gwen calmed down and noticed how sad Ben was.

"Hey, Ben. The thing about a crush is sometimes you get crushed yourself." Gwen sadly informed her cousin.

Ben merely looked at Gwen before Stan then advised him, "Don't worry. There are lots of other girls out there."

"You think so? But how do we impress them?" Ben then questioned Gwen and Stan.

"Two secret words." Gwen began before Stan said, "Be yourself."

Ben then smiled and said, "Thank you two. At least I can count on you guys for the support of finding a girl."

 _ **"Tch, You may do Ben, but we are done with crushes on girls! They cause nothing but trouble for us."**_ Nibbler then bluntly ranted towards Ben in anger.

"Ah come on, Nibbler! We can find another girl who will like us better!" Ben then complained towards Nibbler who roared back, _**"So?! We don't need some stupid girl! We can handle each other just fine!"**_

As Ben walked off arguing with Nibbler, Gwen and Stan couldn't help but snicker at Ben's predicament.

"I'm sure Ben will find his dream guy or girl one day." Stan informed Gwen who shrugged back and muttered, "Hey, anything can happen these days."

Stan and Gwen then followed Ben back to the Rust Bucket as they prepared to leave the old village behind.

At the same time back in the collapsed cavern...

As Lava flowed and bubbled within the glowing orange cavern, another part of the cavern was visible having been secluded to hide something.

Peering further into the cavern revealed that the Yenaldooshi that had burnt fair and several cuts and scrapes on its body was somehow still alive.

After licking its wounds clean, the Yenaldooshi approached a large machine it had built.

The machine was some kind of Satellite Antenna that had been jury-rigged onto a large transportable machine.

The Yenaldooshi then inputted some commands into the machine via a keypad showcasing how intelligent it was.

Type! Flick!

The machine then activated and came online before the Yenaldooshi turned its attention to a screen attached on the device.

As the screen flickered and faded away, a man was revealed upon the screen.

The man had a disturbingly pale skin tone, combed black hair and piercing black eyes.

He also seemed to be wearing a lab coat and a grey t-shirt.

"I take it you're mission has been a success?" The man questioned the Yenaldooshi who nodded its head down.

"Excellent. With the Satellite system now online, we can begin the next stage of our plan to revive the Master and take over this planet. Having Vilgax beaten by Stan 10 certainly helps our cause. Now I will work on transporting the Mummy here whilst you continue to guard this equipment and make sure nothing happens to it."

The Yenaldooshi then nodded back before it turned around and noticed a swarm of bats flying towards it as the larger setup for a more bigger scheme was slowly being set up...

 **Author's note: And there you go the chapter is complete.**

 **Hope you enjoyed it as always and once again, reader feedback from PM's influenced some changes in this chapter.  
**

 **And if you want me to change anything about this chapter, just leave a review and I'll change it as always.**

 **So you're probably all wondering what's next then?**

 **Is it 'Game Over?'**

 **Yes!** **It is.**

 **Also, I've got some idea's for more original chapter's long term, but I think I'll stick to writting down simple chapters for a while.**

 **So yeah, see you next time.**


	34. Chapter 34: Game Over

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins and Nibbler are custom characters made by me. All rights reserved for all owners and companies.**

 **Author's note: Hey guys, here's the next chapter of Stan 10.**

 **So as always, I hope you'll enjoy reading it.**

 **And here we go... Now!**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: The group had arrived at the state of New Mexico and the village they arrived to.

Whilst there, they discovered some new allies and old friends of Max Tennyson.

During the visit, however, the group discovered a new oddity, A Werewolf that was known as the Yenaldooshi.

Whilst searching for the Yenaldooshi, Stan ended up being scratched by the creature and began a slow transformation into a copy of a Yenaldooshi.

At first, everyone thought Stan was becoming a Werewolf, but it turns out that Stan was becoming an alien Werewolf instead since the Yenaldooshi had damaged the Omniritix's scan mode.

With a new alien unlocked, Stan used Blitzwolfer to beat the Yenaldooshi beating it.

Or so he thought...

With the Werewolf threat now over, the group has now moved on from New Mexico.

Little do the group know that they will soon be sucked into a video game in one of the most shocking adventures the group will soon experience...

Chapter 34: 'Game Over.'

ZAP! SPARK! Rumble...

It was a dark and stormy evening as rain heavily plummeted down with thunder and lighting heard in the distance.

In the dim weather, a nearby large sign was hanging over a road had glowing text that stated, 'Budget Host Motel. We have Vacancy space!' with a small motel complex located to the right side of the road.

Within the car park, the only vehicle present was the Rust Bucket which was parked up.

Inside the Rust Bucket, Max was fast asleep at the back of the RV dreaming about simpler times when he was younger whilst the kids were sat down in the middle table of the RV.

Gwen was looking out the window in boredom whilst Ben was sat down on the side booth wearing a gaming headset and a Playstation 2 Controller in his hands that was connected to a portable game system.

As for Stan, he was currently sat in the front side seat and was reading a book on the history of the Solar System.

With a determined look on his face, Ben continued playing the game whilst Nibbler whispered to him, _**"Left, right! Now dodge!"**_

 _"Yeah, Yeah. Thanks for the tip."_ Ben snarkily thought back to his Symbiote partner.

Looking out the window, Gwen then muttered to herself, "Urgh... I'm so bored. Even your stupid video game sounds good. Let me play."

Rolling his green eyes, Ben told Gwen whilst playing the game, "Sorry, but we already have a partner."

Hearing the conservation, Stan walked over to the side booth and heard Ben say, "Run! And Ishymunia slam! He's the coolest kick! Sumo Slammer jump! Off all time. So why would I wanna play with you?"

"Ben, there's nothing wrong with sharing that game system of yours. It's practically designed for multiplayer." Stan then remarked to Ben before Gwen chuckled and cockily declared, "Plus to prove that you're not afraid of getting your sumo butt handed to you by a girl."

Ben immediately paused the game and smirked towards Stan and Gwen before he remarked, "Challenge accepted."

Ben then handed Stan and Gwen headphones and controllers causing them both to smile.

Placing the headphones over his ears, Stan sat down next to Ben and in between Gwen before he stated, "Just because I don't play Sumo Slammers doesn't mean I'm not good at games."

"What games do you play?" Gwen questioned Stan in curiosity whilst Ben knew that answer already.

"I've got a Nintendo 64 and a PS2 in my house. Some of my favourite games include Pac Man, Banjo and Kazooie, Street Fighter and the Jak and Daxter trilogy amongst others. As for my favourite game character? No one beats Daxter. He's funny and awesome."

"Yeah, yeah. Can we play now?" Ben asked Stan who merely smirked back.

A few moments later...

BEEP! BEEP! BEEP!

The TV screen displayed the victory results as Stan's eyes widened in a mixture of shock and fear.

"20,000 points?! What is this all about?!" Stan angrily ranted out noticing how Gwen had the highest score at with Ben in second place.

"Oh yeah! High score for the Gwen warrior!" Gwen cockily shouted out causing Stan to slam his face onto the table in anger and shame.

Still feeling cocky, Ben grinned and told Gwen, "Tch! Beginner's luck! Now watch a real Sumo Slammer Samurai!"

Using the controller Ben guided his playable character towards a hostile NPC...

Only to get killed instantly.

"Only to get rekt by Kenko the Shapeshifter?" Gwen snarkily joked to Ben before Nibbler informed Ben, _**"Careful we only have two lives left."**_

Frustrated Ben grabbed hold of Gwen's controller and made her playable character lose a life.

"Ben, no fair!" Gwen angrily complained before Stan rose his head off the table and shouted out, "Oh please! Now we've all lost lives! Happy now?!"

"Yeah, I am. Now we're all equal." Ben snarkily taunted Stan back.

Fed up with all the kids arguing, Max then shouted out at them, "Kids, please! I'm trying to grab some shut-eye here."

Immediately after Max said that a grinning Stan calmly took off his headset and controller and sneaked off from the other kids right before Gwen and Ben said, "Sorry Grandpa."

BEEP FLASH!

"Galvanic Mecahmorph DNA sample activated." The Omnitrix symbol from Upgrade's chest loudly beeped out.

After hearing the telltale sound of the Omnitrix activate, Ben and Gwen looked on before they saw Upgrade's central eye smirk before he ended up merging with Ben's game system which was black and had green lines on the electronic device.

SPLAT! WHRRR! Slither... ZAP! SPARK!

Now merged with the game system, Upgrade then made Ben and Gwen's scores reach a total of zero whilst the Pac Man game over sound played.

"Stan Hopkins! You are such a goddamn cheater! _**Now get out of our game system!"**_ A furious Ben shouted before Nibbler took over Ben again.

Splat... Slither...

Nibbler's fists then took over Ben's hands before he began shaking the game device widely before Gwen yelled out, "Urgh... The pair of you are going to get your's one day!"

Gwen then grabbed hold of the game system and began tagging on it as well using her magical abilities.

BZZZT! WHOOSH! ZAP! SPARK!

"Oh yeah, you're both being hypocrites! We're all one big happy family of losers." Upgrade snarkily muttered under his breath.

As the arguing intensified, Max groaned and placed the pillows over his ears whilst he tried to sleep thinking, _"Please can something or someone make those kids stop arguing!"_

Immediately after he thought that a large bolt of bright lightning then struck the antenna of the Rust Bucket.

ZAP! SPARK! RUMBLE!

The Rust Bucket shuddered briefly as the electrical output flew through the electrical cords before it hit the Upgrade possessed gaming system triggering a reaction.

A large bright blue flash of electrical energy and blue light struck the RV causing Upgrade, Ben and Gwen to vanish from the area.

ZAP! SPARK! WHOOSH! Rumble... Thunk!

As Ben's gaming system landed on the table, the controllers and headphones also clunked on the table showcasing a dim blue screen with static whilst the upgraded colours had been completely removed from the device.

Not knowing what had just happened, Max sighed and muttered to himself, "Oh finally... A little peace and quiet... Zzz..."

As Max fell asleep, smoke slowly rose off the fried gaming system not knowing what had happened to the kids.

Meanwhile inside the gaming system...

WHOOSH! ZAP! THUNK!

"Ooof!" Upgrade grunted out in pain after he landed in an unknown place face-first on the ground.

Slightly dazed, Upgrade peeled his head from the ground and looked around before he muttered, "What in the?"

Instead of being in the Rust Bucket on a stormy evening, Upgrade noticed that was in an ancient Japanse village which had several varying structures including a well, a watchtower and several residences all of which were empty with the sky being an eerie bright red colour.

"Okay... this is odd. But at least I'm still normal." Upgrade pointed out before he noticed a pair of bright yellow holograms appear near him briefly.

WHOOSH! ZAP! THUNK!

Both Ben and Gwen then emerged near Upgrade wearing completely different outfits and unique hairstyles.

Ben's brown shaggy hair was now spiked upwards with the back now tied up in a spiked ponytail that was facing sidewards held together by a thick band.

Instead of his normal clothing, Ben was now wearing thick brown Samurai style armour that had bulky brown gauntlets and large combat-based boots with his arms visible.

In the centre of Ben's chest was a pair of two glowing orange orbs that represented how many lives Ben had left.

As for Gwen her red hair now had one bang pointing upwards whilst one bang was pointing down with her hair now being secured by a metallic grey band.

Gwen was also wearing a blue Samurai outfit that was grey with matching streaks of blue on it.

The armour also had sleek gauntlets and matching boots with a large grey shoulder pad on her left shoulder which had a singular glowing orange orb on it.

"What just happened?!" A confused Ben muttered under his breath before Nibbler whispered to him, _**"How should we know?"**_

Getting her bearings together, Gwen then faced Upgrade and Ben before she told them, "That big lightning flash must have zapped Upgrade into the game!"

"And so were now trapped inside a video game. Sealed off from the outside world." Upgrade slowly muttered out.

"Wait? Were in Sumo Slammer Smackdown?! Awesome!" Ben eagerly shouted out in excitement.

Furious with Ben, Upgrade then faced Ben before grabbing hold of him with his arms and yelling out, "You think this is awesome Ben!? We're trapped in a game with no exit and no possible method of contacting the outside world!"

Immediately, Gwen ran between Upgrade and Ben and defused the situation.

"Alright, that's enough! You two need to calm down!" A furious Gwen shouted at the two.

"Don't look at us, Gwen! He's the one that went ahead and freaked out on us!" Ben shouted out defending himself.

Sighing in embarrassment, Upgrade then scratched the back of his head and pointed out, "We'll maybe you two shouldn't have provoked me earlier."

A frustrated Gwen sighed before she noticed a large black shadow appear above her head.

This caused the group of three to look up and notice a large circular dropship appear above them.

"Oh, not for long!" Gwen shouted out causing the group to take defensive actions.

Gwen's hands morphed pink with Mana energy whilst Ben's hands became covered with green Symbiote colouring as Upgrade assumed a combat stance ready to fight.

Splat... BZZZT! Squelch... ZAP!

A cannon on the bottom of the dropship then dropped off several dozen robotic spheres which surrounded the group giving off dust and debris from when they landed.

WHOOSH! THUNK! CRASH! SLAM! THUD!

As the robot spheres revealed themselves, the group noticed that they had yellow and orange samurai faces with two robotic hands and two matching robotic legs.

"Robo Sumos? That is so Level one." Ben cockily muttered before Nibbler overtook his body and grow over.

Splat... Slither... Squelch...

Similar to Ben, Nibbler's hands and feet now had bulky brown gauntlets and thick boots along with his chest having two glowing orange orbs in it.

Looking over his new cosmetic features, Nibbler smirked and muttered out, _**"Let's do this!"**_

HONK! HONK!

One of the Robo Sumos wielding a pair of flags then blared into a horn before it charged towards Nibbler.

Yawning slightly, Nibbler calmly morphed his hands and made them bigger before he tackled into the Robo Sumo headfirst.

SPLAT! WHOOSH! SLAM! CRASH! PUNCH!

Charging into the robot, Nibbler then used his sharp claws to hurl the Robo Sumo onto the ground before he hurled the Robo Sumo towards several other Robo Sumo NPC's.

WHOOSH! SMASH! CRACK!

Laughing loudly, a cloud of dust and junk surrounded Nibbler as he tore the Robo Sumos into pieces with his sharp claws and large hands.

WHOOSH! SMASH! CLANG! WHAM! CLONG!

"Man, Nibbler's taking this overboard huh?" Upgrade muttered to Gwen who pointed out, "Just let them enjoy it so they can focus on killing those NPC's."

Nibbler then hurled a destroyed Robo Sumo into a nearby water tower.

WHOOSH! CRASH!

Which then tipped over and imploded sending wooden rubble and debris everywhere.

Creak... Groan... CRAKA-SMASH! Rumble...

 _ **"We could use some help here you know!"**_ Nibbler shouted out to Gwen and Upgrade.

Nodding back, Gwen sprinted into to help Nibbler as she took out her spellbook from her back pocket and flicked through it quickly.

Now knowing what she had to do, Gwen aimed out both of her hands and shouted out, "Meena Foh!"

Instead of fiery Mana energy, frozen Mana energy was fired towards the Robo Sumo's that Gwen had targeted.

BZZZT! WHOOSH! FREEZE!

Immediately, the Robo Sumo's that were attacked by Gwen ended up freezing solid and covered in ice.

Satisfied, Gwen then charged in and used her martial arts skills to kick and knock the frozen Robo Sumos over onto the ground which broke and shattered into icicles.

SMASH! CRASH! WHAM!

Seeing Nibbler and Lucky Girl in action, Upgrade chuckled before he noticed a Robo Sumo sneaking up behind him.

SPLAT! WHRRR! Slither...

Merging with the Robo Sumo, Upgrade then used his electrical powers to shut down and destroy the Robo Sumo causing it to land on the floor.

ZAP! SPARK! Creak... THUNK! SPLAT! WHRRR! Slither...

Demorphing off the Robo Sumo, Upgrade noticed Gwen and Nibbler standing nearby before Upgrade pointed out, "Isn't this a bit to easy?"

 _ **"Easy? It's more of a slaughter-fest."**_ Nibbler pointed out before he opened his mouth and spat out a piece of metal from his mouth.

PITTO! Thunk!

Facing Upgrade, Gwen then pointed out, "Well you can control the whole game world as Upgrade, Stan."

"True... I should probably change back to normal soon." Upgrade remarked back to Gwen and Nibbler.

Another Robo Sumo then tackled into Upgrade sending him tumbling onto the floor.

WHOOSH! THUNK!

Quickly reacting back, Upgrade merged with the Robo Sumo and upgraded it with his technological enhancing abilities.

SPLAT! WHRRR! Slither... ZAP! SPARK!

"Yeah... Yeah... I'm not in the mood right now." Upgrade snarkily joked back before he modified the Robo Sumo to gain a large destructive cannon.

The energy cannon then began charging up before it fired out a large green laser beam destroying the remaining Robo Sumo's present.

Flick! WHIRRR! BLAST! ZAP! CRAKA-BOOM! Rumble...

Once the smoke cleared up the Robo Sumo's were scattered across the debris field of dead NPC's as Nibbler shrank back inside Ben's body.

Splat... Slither... Squelch...

"Oh yeah! They just got Sumo Slammed! Ben's the best, forget the rest." Ben eagerly praised himself before Nibbler reminded him, _**"The others were excellent as well."**_

Sighing in relief, Upgrade demorphed off the Robo Sumo which all slowly vanished and glowed yellow before Hud scores saying 'Five Hundred Points' each appeared over them.

"Phew... Glad that's over." Upgrade muttered before he told the kids, "I'm going to go back to normal. Stan."

However, instead of turning back to normal in a flash of bright green light, Upgrade remained the same.

"Oh, nuts! The game broke the Master Control function! Which means it's back to the default mode!" A shocked Upgrade pointed out.

"Well don't just stand there! Since you can control everything in the game, Use Upgrade before..." Gwen bluntly told Stan.

The Omnitrix symbol on Upgrade's chest then began beeping red numerous times before he was engulfed in a flash of bright red light.

BEEP! BEEP! BEEP! FLASH!

As Ben and Gwen retracted their arms back they noticed Stan now back to normal wearing different clothing along with a different hairstyle.

Stan's neat black hair was now spiked slightly and was pointing downwards like a raggedy mess with the front of his hair combed normally.

As for clothing, Stan was wearing a thin style of Samurai armour that was grey with green stripes going across the armour.

As for his hands and legs, he was wearing thick combat boots and thin gauntlets that covered his arms along with a brown shoulder pad on his right arm that had one glowing orb on it much like Gwen.

Uniquely, Stan was also wearing a pair of goggles on his forehead with one large red glass scope and the other one being normal.

As for the Omnitrix, it was a grey gauntlet on his right arm that had the Omnitrix symbol and none of the matching dials and connections to it.

"Warning! Omni-Energy Supply is low. Recharge Mode activated." The Omnitrix gauntlet beeped out before it went quiet.

Glancing down at his body and armour, Stan pulled the goggles down over his face before he told Ben and Gwen, "Huh... I can still see well even without these goggles."

"That's neat... But how are we going to get out of here now?! Were stranded here because of you Stan!" Gwen furiously ranted at Stan.

"Look... Look... Look... All we have to do is wait until the Omnitrix recharges. I can still go Upgrade from there." Stan calmly advised Gwen as he placed the goggles back on his forehead.

"If that's the case shouldn't the dial be glowing green or saying something right now?" Ben questioned Stan not having heard the Omnitrix provide information to Stan.

Upon hearing that, Stan tried twisting the dial of the Omnitrix but it didn't even budge or activate green.

"Warning. No DNA Samples are present within this device, please stand by and have a very safe day..." The Omnitrix voice beeped out to Stan before it went silent and deactivated.

"Uh... I have no idea why the Omnitrix is broken like this." Stan nervously muttered as he tried twisting the dial.

Moving closer, Gwen then asked Stan, "What happened to all the hero icons then?"

"I dunno. And we need to figure out how we're going to survive in this place." Stan then nervously informed Gwen.

Nodding back, Gwen then taped Stan's back slightly causing him to smile and blush slightly at Gwen.

"We'll figure it out. We always do. Ben, what do you know about this game?" A blushing Gwen asked Ben.

"Don't worry. We've played this game like a million times. Nothing could surprise us." Ben cockily declared right before...

WHOOSH! SMASH!

A gigantic robot NPC then crashlanded on Ben causing Gwen and Stan to tumble onto the ground as virtual coins blasted off from underneath the robot.

"BEN! NIBBLER!" Both Stan and Gwen blurted out at the same time shocked by what had just happened as they both clambered up from the dirt ground.

WHOOSH! ZAP! THUNK!

Ben then respawned right next to Gwen and Stan before he shook his head and mumbled with Nibbler's voice saying, **_"Urgh... We don't want to do that again."_**

One of the golden orbs on Ben's chest then vanished with one remaining.

Knowing what had just happened to Ben, Stan told him, "Ben, you just another life meaning that you're nearly dead."

"Something tells me that if we all get blasted apart again, It's permanent." Gwen then nervously also told the boys.

THUNK!

The massive Robo Sumo then roared before it clambered out of the hole and attacked the group.

"Fall back! We can't handle the boss!" Stan warned the group before he turned around and ran with Ben and Gwen following him on.

Approaching an old house, a Robo Sumo then smashed down the door and charged towards the group before even more Robo Sumo's surrounded them.

SMASH! Thunk!

With the Robo Sumo's surrounding them, Ben and Stan got to work attacking them.

Using her martial arts skills, Gwen kicked one of them over whilst Nibbler used Ben's body to smash them with his enhanced Symbiote punches.

WHOOSH! KICK! SLAM! SPLAT! THUNK! WHAM!

Not used to fighting without the Omnitrix, Stan narrowly avoided the Robo Sumo's as Ben and Gwen regrouped near him.

"There's far too many Robo Sumo's! We need to find some weapons from an item chest or something like that!" Stan bluntly informed the cousins.

Looking around, Ben then noticed an item chest floating above the watchtower causing him to grin and declare, "A Keni Trunk! That'll have some weapons we can use!"

"Let's get to the watchtower then!" Gwen bluntly remarked back as she flipped a Robo Sumo onto the floor with her hands and enhanced strength.

Agreeing with Gwen, Ben then jumped high up and bounced off each structure before he reached the roof of the watchtower.

WHOOSH! BOING! WHOOSH! BOUNCE! THUD!

"Video game logic. Nothing makes sense half the time." Stan mumbled under his breath before he and Gwen and jumped up the structures and joined Ben on the roof.

WHOOSH! BOING! WHOOSH! BOUNCE! THUD!

With the group landing on the roof, Ben than touched the trunk as three coins emerged from it in a flash of yellow light which hummed slightly.

WHOOSH! ZAP!

Each of the coins had a weapon indicator on them which were a sword, a piece of paper and a longbow.

"Cool! Dibs on the Samurai Sumo Sword!" Ben eagerly shouted out grabbing the coin in excitement.

WHOOSH! ZAP!

A large Samurai sword then appeared in Ben's hands causing him to smirk and Nibbler to say, _**"Now this is a weapon. Let's show them why were badasses, Ben!"  
**_

Ben's green eyes briefly flashed blank white before Ben grinned and jumped off the watchtower landing on the dirt ground.

WHOOSH! THUNK!

The Robo Sumo's attempted to surround Ben, but he merely grinned darkly before he charged in and began attacking the robots.

WHOOSH! SLICE! THUD! SLICE! SMASH! SLICE! KA-THUNK!

One of the Robo Sumo's was sliced in half sidewards whilst others ended up missing legs and arm pieces as Ben stormed them all down one at a time enjoying the destruction he was causing due to Nibbler's bloodlust for fighting.

Watching Ben mow down the robotic NPC's, Stan then looked at the longbow and carefully touched the coin.

WHOOSH! ZAP!

Looking down at his hands, Stan then noticed that he had a Japanese longbow present as his weapon.

Smirking slightly, Stan adjusted the goggles over his eyes and aimed the weapon around before he quoted, "Hm... It's like Christmas morning."

Stan then carefully jumped onto the roof of a nearby building and armed with the longbow before he began firing arrows that were spawned from his back at the Robo Sumos.

WHOOSH! THWIP! THUNK! SLAM!

Grinning at his first kill, Stan then continued providing supporting fire for Ben as both boys wreaked havoc on the Robo Sumos.

Shrugging, Gwen then grabbed hold of the last coin in her hands.

WHOOSH! ZAP!

Immediately, a piece of paper appeared in Gwen's hands as she looked over it with intrigue.

As Ben and Stan killed the last of the Robo Sumos, the large one then appeared.

Standing back to back, Stan and Ben readied themselves for combat only for the giant Robo Sumo's arms to be sliced off.

WHOOSH! SLICE! THUNK!

Stunned, both boys looked to the side and watched as Gwen retrieve the large Shuriken she had thrown forward come back to her like a boomerang.

Grabbing hold of the Shuriken, Gwen then leapt forward and sliced the giant robot in half causing it to land on the ground dead.

WHOOSH! SLICE! KA-THUD!

As Gwen landed on the ground, a Hud score that said, 'Boss Bonus. One Hundred Thousand Points added.' Appeared briefly before it vanished.

"Woah! How'd you learn how to do that?" A shocked Ben questioned Gwen before Nibbler suggested, _**"Who cares? It's a video game**_."

Gwen smirked before she turned around and sliced another Robo Sumo in half.

WHOOSH! SLICE! CRASH!

"I read the instructions." Gwen snarkily joked back before Stan aimed his Longbow and took out another Robo Sumo with an arrow stuck in its head.

WHOOSH! THWIP! WHAM!

"These robots are going down like Goombas," Stan muttered under his breath as Ben rammed his Samurai sword into another robot's head and kicked it back.

THUNK! KICK! SMASH!

"So this game came with instructions?" Ben sheepishly questioned Gwen before she gasped at something and ran over to a ruined temple building.

Present within the ruins was a circular Dojo before Gwen explained, "The Dojo! We can use this to go to the next level."

Ben and Stan quickly ran over before Ben told Gwen, "I knew that."

"Just get on the lift so we can go to Level two." Stan bluntly ordered Ben wanting to get back to the real world.

The three kids then ran onto the circular lift whilst more Robo Sumo's surrounded them.

As the circular lift flew upwards, the group sighed in relief and took a breather.

"Man... This is certainly an interesting adventure we've gotten into." Ben remarked to the others giving his Samurai sword a quick clean with his hands.

"You can certainly say that again. We just lost the definition of normal ever since this summer began." Gwen muttered back to Ben as she twirled her Shuriken in the air idly.

"Same here." Stan pointed out taking in his surroundings before the lift came to a stop in Level Two of the game.

Looking around, the group noticed various mechanical floating platforms covering the area with a large Japanese temple present in the background serving as the backdrop of the map which had a bright orange texture with various big and small stars surrounding the backdrop.

"Okay, Mr Sumo Samurai. What's the plan?" Gwen questioned Ben since he had the most knowledge of the game.

Before Ben could reply, a new type of Robo Sumo then appeared confronting the three.

These Robo Sumo's had the yellow and orange samurai faces, but they now had two robotic hands and were floating in the air via rocket boosters with furnaces in the centre of their chests.

 _ **"Watch out for those flying Robo Sumos! They can discharge fireball's from their chest!"**_ Nibbler then warned the group from within Ben's body right before...

WHOOSH! BLAST!

As the flying Robo Sumo's attacked with their fireballs, the kids dodged the attack before Stan ordered everyone, "We need to keep moving onto other platforms and find the exit to Level three! Let's go!"

The group then jumped down and landed on another platform lower below them and quickly recovered whilst the flying Robo Sumo's opened fire on them.

WHOOSH! BLAST! BLAM!

First of all, Ben opened up both of his hands as large green tendrils flew out from his hands and splat onto the flying Robo Sumo's disorienting them.

WHOOSH! SLITHER! KA-SPLAT! KA-THUNK!

With the NPC's distracted, Ben then jumped upwards and used his large Samurai sword to slice one in half.

WHOOSH! SLICE! THUNK!

With one down, Stan then fired out another arrow from his Longbow which impaled another flying Robo Sumo's face causing it to explode in mid-air.

WHOOSH! THWIP! BOOM!

As the group continued to run and came to a halt on the edge of a platform, Stan turned down and spotted a Keni Trunk below them.

"There's a Keni Trunk! I'll see what's inside." Stan informed Ben and Gwen who nodded back and continued fighting off the flying Robo Sumos with Gwen using her Shuriken and Ben using his Samurai sword to slice more in half.

WHOOSH! SLICE! CRASH!

Landing on the platform below, Stan holstered the Longbow on his back and carefully approached the Keni Trunk and touched it with his left hand.

WHOOSH! ZAP! BEEP!

The trunk gave off a bright flash of green energy which caused Stan to step back and cover his arms before he moved them back.

Right in front of him was a green coin which had the silhouette of a small alien which had a humanoid body with two arms and no legs.

"Huh? Is that an Omnitrix icon in the shape of a coin? And what is that anyway?" Stan muttered under his breath before he looked down at the Omnitrix symbol on his right arm.

Knowing what he had to do, Stan carefully reached out and grabbed the coin causing it to be absorbed into the Omnitrix.

BEEP!

"Explodian DNA sample acquired." The Omnitrix gauntlet beeped out whilst Stan kneeled thinking, _"Okay... Number eighteen. Let's see what he can do."_

Activating the Omnitrix symbol, the dial flashed green showcasing the new silhouette before the core rose up.

"Well... Here we go, yet again. Please don't suck or course my personality to go all over the place like Rath." Stan whispered under his breath before he tapped down the exposed core and transformed via a flash of bright green light.

FLASH!

The force of the brand new transformation caused Stan to clutch his right arm in pain as he felt his DNA becoming more explosive based with his thoughts becoming thicker and more dumber with white skin slowly growing on his right arm.

As Stan clutched his hands due to his transformation, his hands slowly morphed into a bright white colour with no fingers or thumbs before he slowly kneeled and felt his legs changing too.

As his legs changed, his eyes closed shut as his head then turned black with the rest of his body turning white and losing his clothing.

The alien then slowly shrunk down in size becoming the size of a small child-like alien who was smaller then Gadget Cat, but bigger than Grey Matter.

Turning around, the alien then revealed that his head was now a black bomb with his right eye being a clock timer whilst his left eye had the Omnitrix symbol present on it.

Giving of a manic smile, the alien then held out his hands which floated off to the side before he chuckled slightly and gazed at the camera before the green light flashed away.

Stan had become an Explodian known as KaBoom.

FLASH!

Emerging from the flash of bright green light, KaBoom looked over his body before he smiled manically and laughed loudly as the Omnitrix symbol in left eye beeped out, "Explodian DNA sample activated."

"HAHAHAHA! KABOOM IS HERE TO BLOW CRAP UP!" KaBoom shouted out via a high pitched voice which had a manic and explosive tone to it.

Looking around, KaBoom noticed the flying Robo Sumo's attacking Ben and Gwen before he smirked and mumbled dumbly, "KaBoom make robots go boom!"

Before the eighteenth alien could go off to fight, KaBoom heard something land next to him on the platform.

WHOOSH! THUD!

Confused, KaBoom turned around and noticed a large Sumo wrestler standing above him.

He was a large and muscular person who had black hair created in a neat ponytail with a thin moustache present on his face.

He was wearing long black shorts and a pair of shoulder pads with the left one having three glowing orbs on them with his feet not having any shoes.

KaBoom merely tilted his head in confusion and asked him, "Who are you?" Before he froze and shouted out dumbly, "Oh, You're Inshymia! Or was it Ishiymia?! Or Ishiyama?! KaBoom forgot!"

"My name is Ishiyama, you foolish creature! And how exactly do you know my name?" Ishiyama bluntly questioned KaBoom with a thick and gruff Sumo like voice.

Shrugging back, KaBoom waltzed around Ishiyama with a manic smile on his face before he blurted out, "Well, we're all nothing more than stuff waiting to be blown up... Or are we? Or are you waiting to be blown up by me? It's all so new for me this..."

"Enough!" A frustrated Ishiyama yelled before he questioned KaBoom, "Are you or are you not a shapeshifter?"

Grinning, KaBoom crossed his arms and told Ishiyama, "What do you think? Of course, I am!"

"Then you can only be my archenemy Kenko!" Ishiyama shouted out before he raised his leg which sparked with electrical energy and called out, "Sumo Slam!"

KaBoom merely yawned and waited right before Ishiyama's leg collided with his body.

CRAKA-BOOM! Rumble!

KaBoom's body then exploded which caused Ishiyama to be forced off the platform before he ended up tumbling downwards.

Once the explosion and dust cleared, KaBoom's body was nowhere to be seen before the Explodian then reformed with his body reappearing.

POP!

Landing on the crumbling platform, KaBoom giggled before he shouted out, "That's why you don't mess with someone that can bo boom! HAHAHAHA!"

Then the platform crumbled and plummeted downwards.

Crumble... CRACK!

With no floor underneath him, KaBoom ended up tumbling downwards with a manic look on his face before he yelled out, "Oh yeah! Here we go! Faster pussycat faster!"

KaBoom then spotted another platform below him and landed on it rolling forward before coming to a halt.

WHOOSH! Thunk!

Looking upwards, KaBoom frowned slightly as Ishiyama plummeted down towards him.

"Hey Sumo Slammer's guy! I'm not the bad guy! We don't have to fight unless you want to me blow you up again." KaBoom shouted out towards Ishiyama who landed on the platform.

WHOOSH! THUNK!

The impact caused KaBoom to go flying through the air whilst he shouted out, "Seriously?! Why don't you listen to me you rockhead?!"

"You can't trick me Kenko! I will not rest until you are defeated as is my sworn task!" Ishiyama bluntly told KaBoom.

 _"Great, a Samurai Jack rip off. At least he was cooler than this guy."_ KaBoom snarkily joked in his head.

Flying in the air, KaBoom noticed a flying Robo Sumo and decided to test out his explosive ability from long range.

"Okay, let's see what happens if I do this!" KaBoom loudly shouted out before he extended out his right hand towards the flying NPC.

WHOOSH!

As the hand came into contact with the flying Robo Sumo, it exploded into rubble as KaBoom landed on another platform.

WHOOSH! BOOM!

Grinning, KaBoom watched as his right hand returned to his body before he remarked, "Cool! KaBoom can re-morph his body once something goes boom!"

Knowing how he full worked, KaBoom turned around and saw Ishiyama on another platform standing nearby.

"Look, Sumo! KaBoom is not Kenko! My real name is Stan 10 and I help people out!" KaBoom said justifying his actions.

"Forgive me if I don't believe you." Ishiyama apologised back before he jumped upwards and slammed his hands on the platform KaBoom was on.

SLAM! SMASH!

In response, KaBoom slammed his foot down on the platform trigging another explosion from his foot which blocked Ishiyama's attack.

WHOOSH! BOOM!

"For the last time! I don't want to make you go boom! Or is it blam? Or KaBoom? Or Kablam? Hmm..." KaBoom pleaded before he forgot what he was talking about.

"Enough! I shall not be confused by your double talk!" Ishiyama furiously warned KaBoom for the last time.

Jumping upwards, Ishiyama then destroyed a floating platform above him with his fists as debris and metal rained down on KaBoom.

"Ah, nuts," KaBoom muttered under his breath before he quickly braced himself for the rubble that plunged onto him.

SMASH! CRASH! WHAM! Rumble...

As KaBoom and Ishiyama battled it out, Ben and Gwen watched the fight on a platform above him.

"No way! That's Ishiyama!" An excited Ben shouted out in shock and surprise.

 _ **"Never mind that now, What's important is that who is Ishiyama fighting?"**_ Nibbler informed Ben.

"That looks like Stan based off the Omnitrix symbol visible on his eye." Gwen pointed out before Nibbler told her, _**"Seems like another new alien Stan has unlocked."**_

More flying Robo Sumo's then appeared from behind the two kids and unleashed fireballs at them.

WHOOSH! BLAST! BLAM!

Dodging the attacks, Ben and Gwen then decided to fight in the air.

Jumping upwards, Gwen then landed on a flying Robo Sumo and fired some pink mana blasts from her hands at the flying NPC's.

BZZZT! WHOOSH! BLAST!

As the robots exploded, Ben then leapt out and fired out a pair of large green tendrils from his hands at another flying Robo Sumo.

WHOOSH! SLITHER! KA-SPLAT!

Ben then leapt upwards and used his Samurai sword to slice them in half whilst Gwen used her martial arts skills to kick some of flying Robo Sumos into each other.

WHOOSH! SLICE! CRASH! KICK! BOOM!

As Ben and Gwen continued fighting, Ishiyama saw the battle above and glanced upwards before he muttered to himself, "Who are those magnificent warriors?"

KaBoom's head then appeared from the rockpile before he spat out a rock from his mouth.

"They're my teammates. And they look out for me." KaBoom muttered back to Ishiyama before he clambered out the rock pile right before Ben and Gwen landed nearby.

Noticing KaBoom, Ben turned around and told him, "That's a new one. What can he do?"

"I can make stuff go boom dweeb. That's why I'm KaBoom! HAHAHAHA!" KaBoom greeted Ben causing him to laugh out loudly.

 ** _"Not even I know that species of origin which is rather confusing,"_** Nibbler muttered to Ben who shrugged back.

"Back off! He's with us and no one will harm Stan when I'm around." Gwen warned Ishiyama.

"So you two are indeed related to this creature." Ishiyama figured out what was going on.

"Yes. We are. I'm Gwen." Gwen pointed out with a smirk on her face before she remarked, "And that's my cousin, Ben who has a creature inside of him called Nibbler."

Bowing down, Ishiyama told the group, "I am Ishiyama, it is a pleasure to meet you all."

Crossing his arms, KaBoom then snarkily thought, _"Pleasure? More like fight me for no reason at all on first sight."_

Immediately moving forward near Ishiyama, An excited Ben rambled out, "Awesome! Were your biggest fan and we know all your stats! You weigh five hundred and twenty-seven pounds, you have a seven strength rating, nine intelligence and eight agility!"

"What are you babbling on about?" A confused Ishiyama questioned Ben not knowing he was a video game causing Gwen to facepalm and mutter, "Dweeb..." Whilst KaBoom chuckled with a manic smile on his face.

Ben then held out his left arm before Nibbler's face emerged from his arm.

Splat... Slither...

 _ **"Nice to meet you, Ishiyama. You'll have to forgive us. Ben is a big fan of you."**_ Nibbler informed Ishiyama.

"Ah, that makes sense. I am a proud champion warrior." Ishiyama remarked back before he stated, "You two fought like champion warriors as well."

More flying Robo Sumo's then appeared in the background before KaBoom shouted out, "Ah what?! I can be a champion warrior that make stuff go KaBoom! Just watch me!"

KaBoom then sprinted past everyone on the platform before he jumped off and landed on a flying Robo Sumo.

WHOOSH! THUNK!

Gripping on tightly, KaBoom then aimed out his hands before he fired them both at the flying Robo Sumos which exploded one at a time.

WHOOSH! SMASH! CRAKA-BOOM! BLAST! BLAM! Rumble...

"HAHAHAHA! Now, this is explosive fun!" KaBoom loudly shouted out enjoying the carnage.

BEEP! BEEP! BEEP!

The Omnitrix symbol on his left eye then began flashing red before KaBoom whined and muttered, "Ah... Playtime is over for KaBoom. Not fair!"

FLASH!

KaBoom was then engulfed in a flash of bright red light before he transformed back to normal as Stan emerged from the bright red light.

"Warning! Omni-Energy Supply is low. Recharge Mode activated." The Omnitrix gauntlet beeped out once again before it went silent.

Feeling dizzy, Stan shook his head briefly before he remarked out, "Okay... Number eighteen is a walking and mentally unstable bomb alien... But he's still useful though."

Noticing where he was, Stan shuddered slightly feeling the explosive force vanish from his body before he complained, "And of course I do some stupid crap like this..."

Gripping onto the flying Robo Sumo tightly, Stan then spotted Ben and Gwen leaping onto another pair of flying Robo Sumos.

"Hang on Stan! We're coming for you!" Gwen yelled back to Stan who shouted back, "I know that! Just save me please!"

"I have got to read those instructions." Ben snarkily muttered under his breath before Nibbler told him, _**"Good idea. A manual for the Omnitrix would be useful too."**_

On the platform below, Ishiyama then jumped upwards before he tackled into the flying Robo Sumo Stan was on.

WHOOSH! SMACK!

With nothing above his feet, Stan frantically tried to flap his arms in the air right before he gulped and fell facefirst.

"ARGHH! WHY DOES THIS ALWAYS HAPPEN TO ME?!" Stan screamed out in fear plummeting towards a floating platform.

Gwen rolled her green eyes and then jumped down using the flying Robo Sumo's before she caught Stan in her arms.

"Gotcha! Now hold on!" Gwen warned Stan who was now draped in her arms bridal style.

Stan was terrified before he gazed up at Gwen's face and saw her bright green eyes and felt his heart beating rapidly whilst his blue eyes gazed at Gwen.

 _"Wow... She's so incredible and smart..."_ Stan happily thought right before Gwen dropped him on the platform.

Thunk!

Immediately, Stan shook his head and spotted a confused Gwen with Ben and Ishiyama who had shrunken his body mass on the platform as well in a flash of bright yellow light.

Rumble... FLASH!

"Sorry guys. I guess KaBoom made me act irrationally." Stan pointed out whilst Gwen told him, "That alien was very manic and hyperactive."

"Anyway, you have great skills." Ishiyama then told Stan who smiled and nodded back.

"Why thank you mighty warrior. I appreciate..." Stan rambled on before Ishiyama held out his hand and told Stan, "Not you archer, Warrior's Ben, Nibbler and Gwen."

Instead of getting annoyed, Stan simply remained calm and watched them talk not wanting to cause trouble.

Ben merely smiled brightly and told Ishiyama, "Thanks! That means a lot to us."

Agreeing with Ben, Gwen then said, "Thanks."

Facing Stan, Gwen then told him, "What are you waiting for? Go Upgrade and zap us out of here."

Stan merely activated the Omnitrix gauntlet as the dial turned green.

BEEP...

"I can't," Stan explained as he showed everyone the silhouette of KaBoom before he scrolled past that silhouette only to be met with a black screen.

"Only the KaBoom icon was inside that Keni Trunk. Add to the fact that the Omnitrix has hundreds of DNA samples that I haven't found yet... The Upgrade icon could be anywhere inside the game on any of the other levels." Stan bluntly informed the group.

 _ **"Right, so where do we start looking for that icon then?"**_ Nibbler questioned the others from inside Ben.

Having a bright idea, Gwen took out a map from her pocket and unfolded it whilst Stan and Ben peeked over.

The map of the game showcased many levels and areas with the Upgrade icon being present on the Arena level.

"Not anywhere. Looks like the Upgrade icon is on Level thirteen in the Arena." Gwen bluntly told the kids.

"That's odd. Normally Arena's are the halfway point of games." Stan pointed out.

"Well, not this one. There's no way we'll make it all that way." Ben bluntly told Stan before he muttered, "Unless... You know any cheat codes that can get us there quicker Ishiyama?"

"A Sumo never cheats." Ishiyama told Ben before he remarked, "However I do know a shortcut. But the journey will be treacherous."

"Guess we don't have much of a choice then. So lead the way." Stan suggested to Ishiyama.

Nearly ten minutes later inside the large Japanese temple which was the next level...

A series of eerie red Japanese paper lanterns illuminated the narrow corridor they were walking down with Stan in the middle, Ben and Gwen to the sides and Ishiyama leading the group.

"From what land do you hail from Warrior's Gwen, Ben and Nibbler?" Ishiyama questioned the group.

"It's kind of hard to explain." Gwen truthfully told him without lying.

Looking around Ben then noticed some stone pots in a nearby room before he loudly shouted out, "Woah! We've never seen this part of the game before."

"Whoop de flipping do. Now get a move on Ben." Stan snarkily called out wanting to get out of the video game.

Rolling his green eyes, Ben then walked off from the secret room and mumbled out, "Get a move on Ben. Just do that Ben... Stan ruins the fun sometimes."

 ** _"True. We just need to have fun with adventures like this."_** Nibbler muttered to him before Ben walked off.

Little did the two know that from within the storage room, a blue clawed hand grabbed hold of a stone urn whilst a pair of reptilian yellow eyes glared at them.

"Grrr..." The unknown creature growled loudly before it skulked after them.

As the group walked further down the corridor, Ben accidently triggered a booby trap.

Groan... Rumble... Crack...

The group froze before they turned around and noticed a pair of steel double doors ahead begin to close.

"Quick! Get to the doors before they're sealed off!" Ishiyama warned the kids who quickly sprinted over to the doors.

Ishiyama then grew in size via a flash of bright yellow light and ran over to the steel doors before he grabbed hold of them with his massive hands.

Rumble... FLASH! THUNK! Creak... Groan...

Ishiyama struggled to keep the steel doors shut right before the kids managed to get onto the other side.

Ishiyama then jumped forward right as the steel doors slammed shut and shrunk back down to his normal size.

CLANG! Rumble... FLASH!

"Game? This is no game. The fate of the entire Sumo world hangs in the balance." Ishiyama criticized Ben having heard his comment earlier.

"We know. We know. We read the back of the box." Ben bluntly told Ishiyama in arrogance.

"The back of the box?" A puzzled Ishiyama questioned Ben who nodded back.

Gwen then grabbed hold of Ben and dragged him back with Stan joining them.

"Ben you idiot! You can't just tell him that he's a game program." Stan angrily told him off before Gwen explained, "Ishiyama doesn't know that he's a program in a game. He thinks this is all real to him."

 _ **"Hmph. Well sorry, dweeb... We just..."**_ Nibbler began before he shouted out, **_"A Keni Trunk!"_**

"We call dibs on it!" Ben yelled out before he leapt upwards and grabbed hold of the Keni Trunk with his hand.

Instantly, two coins fell out from the trunk as Gwen and Stan grabbed one each.

WHOOSH! ZAP!

As the coins flashed over, Gwen noticed she had a Japanese Longbow in her hands and some arrows on her back whilst Stan also gained a series of Japanese throwing Knives.

"Thanks for the Sumo bow, Ben." Gwen thanked Ben whilst Stan smirked and placed the throwing Knives on his back.

Creak...

A nearby side panel then opened up as a bright flash of green light caught Stan's attention.

BEEP...

"Yes! Who needs a Longbow when you've just hit the Omnitrix jackpot?" Stan excitedly muttered before he ran over to grab them.

"Careful! It could be a trap." Ishiyama warned Stan who paid no attention.

Stan leaned out and was about to grab one of the coins when it glowed red.

ZAP! SPARK!

Instantly, Stan ducked down and avoided being killed by the red laser beam, but it ended up hitting Ishiyama instead who vanished and lost a life.

WHOOSH! ZAP!

Ishiyama then respawned near the group and ended up losing one of his orange orbs on his armour.

"Oops... Sorry about that. Guess I should have been more careful." Stan sheepishly admitted scratching the back of his head.

"It matters not. My life is nothing in the quest to stop Kenko." Ishiyama casually told the others before he walked on.

The kids glanced at each other briefly hoping nothing bad would happen to Ishiyama.

A few mins later in a further section of the temple...

The four left the corridor section behind and entered a large chamber where a large bronze statue of a humanoid figure was present.

"The Chamber of the Kappa will grant you access to the level of your choosing. But only if you solve the riddle." Ishiyama informed Stan who adjusted the goggles over his eyes and looked at the statue.

"Now... What secrets are you hiding from us?" Stan questioned the statue as its eyes then flushed bright red.

"The key names your weapon, but only by sight. When uttered as a vow, a gesture polite." The statue eerily informed the group of four.

"What do you suppose it means?" Gwen questioned Stan who pulled the goggles back on his forehead.

"Well... Based off what the riddle means, it's a rhyme. We just need to find out what it is." Stan pointed out to Gwen right before Ben said, "Hey look over there!"

BEEP! FLASH!

Hearing that familiar sound caused Stan to notice another green coin which had the silhouette of Cannonbolt on it.

"Nice, it's Cannonbolt. Still, I'd better make sure it's not a trap." Stan nervously muttered walking over to it right before...

WHOOSH! FLASH!

A bright flash of blue light obscured Stan's vision causing him to wipe his eyes in shock.

The next he knew, a massive blue Snake with villainous yellow eyes and large black horns with an armoured red chest covering confronted Stan who had trapped Ben, Gwen and Ishiyama in his massive tail.

"Who are you?!" A furious Stan demanded the entity not knowing who it was.

"That's Kenko, Stan!" Ben warned Stan who gulped slightly in shock.

"Silence!" Kenko spoke with a deep and evil voice before he demanded Stan, "Tell me about this Upgrade icon boy! Or your friends will pay with your lives!"

"Tell him nothing!" Ishiyama warned Stan with Gwen then declaring, "He's right Stan!" And Nibbler booming out, _**"We can't let Kenko lose in the real world!"**_

"The real world?" Kenko realized before he declared, "Yet another domain I will rule with an iron fist!"

"I don't think so. I've dealt with plenty of individuals like you and they've all failed! You're just the latest in a long line to fail." Stan coldly warned Kenko who scowled back.

Stan then ran over to the Cannonbolt icon and dived on it before he was engulfed in a flash of bright green light.

BEEP! FLASH!

"Arburian Pelarota DNA sample activated." The Omnitrix beeped out from Cannonbolt's head as he emerged from the green light wearing a sumo belt around his waist.

"Meet Cannonbolt! And you're going to lose right here right now!" Cannonbolt warned Kenko before he rolled into his ball form.

Whirrr... Rumble... THWOOSH!

Cannonbolt then rumbled towards Kenko who dropped Ben, Gwen and Ishiyama onto the floor before...

WHOOSH! BOUNCE! BOING! SLAM!

Cannonbolt ended up trapped in the wooden floor before he awkwardly muttered, "Well, this is what I get for rushing ahead."

"I will leave you to my henchman while I find the Upgrade icon," Kenko said before he slithered off.

The temple then groaned slightly before several dozen new creatures appeared.

They were skinny humanoid figures that were like ghostly apparitions with Ninja garb on them along with matching hands and feet for each one.

"Ninja Ghosts! Warrior Gwen, Your Sumo Bow!" Ishiyama ordered Gwen before he stomped off to attack Kenko's henchmen.

Nodding back, Gwen quickly grabbed hold of her Sumo Bow and began firing arrows with the weapon which took out some of the NPC's.

WHOOSH! THWIP! THUNK! CRASH!

As Gwen took out some Ninja Ghosts, Ben charged in and used his Samurai sword to attack some of the NPC's as well which were taken out by him.

WHOOSH! SLICE! SMACK! WHAM!

Then, Cannonbolt rolled past Ben and wiped out more of Kenko's henchmen which vanished into score points when killed.

Whirrr... Rumble... THWOOSH! SMASH! WHAM!

And lastly, Ishiyama crushed one with his large feet causing him to gain a score of one hundred thousand points.

WHOOSH! CRUSH! CRUNCH!

Ishiyama then noticed a larger and bulkier version of the Ninja Ghost confront him growling slightly.

Glaring back, Ishiyama then charged towards the giant boss as the battle continued inside the temple.

Meanwhile back in the real world outside the gaming system in the Rust Bucket...

Max now having woken up from his sleep, paced around the RV wondering where the kids had gone.

"Ben? Gwen? Stan?" Max loudly called out before he noticed Ben's gaming system still active with the fuzzy blue screen.

Sighing, Max then complained, "How many times have I told you to shut this thing off when you're done playing with it?"

Max then leaned down and pressed the pause button on Ben's gaming system.

Flick! Beep!

At the same time back inside the game...

Gwen jumped upwards when she felt the after-effects of the game being paused occur.

Flick! Beep!

"I can't move! What's happening?!" A shocked Gwen loudly yelled out.

"Same here!" Ben then shouted out dangling upside down before Nibbler yelled, _**"Why are we like this Stan?!"**_

"Uncle Max must have paused the game! If he turns if off now..." Cannonbolt nervously muttered before he shouted out, "We'll be erased from existence!"

"And the game will also be deleted!" Ben then realized before he loudly shouted out, "Grandpa!"

"No! Don't shut us off!" Gwen then yelled pleading with Max who slowly moved to turn off the game on the outside world.

Max then came to a halt before he blinked in confusion and murmured, "Kids? Is that you?!"

Shocked, Max sat down on the side booth and placed a pair of headphones on his head before snarkily muttering, "Oh... Please tell me I'm on one of those hidden camera shows."

Nearly a few moments later after explaining what had happened to Max...

"So now we need to get the Upgrade icon on Level thirteen so we can get out of this game," Cannonbolt explained to Max.

"There must be some way I can help you guys." Max spoke through the headset he was wearing before he suggested, "Oh! Maybe If I push this..."

"NOOOOOOOO!" The trapped kids then yelled back at Max before Ben told Max, "Look, Grandpa. Just hit resume and don't touch anything else. And leave the rest to the game pros."

"And Stan." Gwen then snarkily joked causing Cannonbolt to mutter, "Figures you'd say that."

"Okay, here she goes," Max warned the kids before he pressed the resume button on Ben's gaming system.

Flick! Beep!

The game then resumed playing as the group continued fighting to stay alive.

At the same time back on the outside...

Watching the battle occur, Max then spotted the instruction booklet which had a picture of Ishiyama vs Kenko before he read out the title, "Sumo Slammer Smackdown."

Curious, Max flipped open the booklet and began reading the information on the lore of the game and how to play.

Back in the game world...

Whirrr... Rumble... THWOOSH! CRASH! BLAM! SMACK!

Cannonbolt then rumbled down dozens of Ninja Ghosts that were sent flying and knocked onto the floor battered and beaten whilst Ben and Gwen continued using their weapons and powers to fight off the horde of NPC's as a team.

SMACK! BZZZT! WHOOSH! SLICE! ZAP! THWIP! SPLAT! BOOM!

Then, Ishiyama leapt upwards before he launched a flying kick and attempted to defeat the boss.

However, the boss NPC simply leapt upwards and tried to reflect the attack only for Ishiyama to beat said attack.

WHOOSH! KICK! CRACK!

The boss NPC ended up being crushed by Ishiyama's massive feet before he landed on the floor breaking it.

SMASH!

As the boss NPC fell out of the floor and into the game void below, Ishiyama quickly did a backwards leap and landed back on the floor just as Ben and Gwen took out the last of the Ninja Ghosts.

However, Cannonbolt then bounced off the walls and accidently bounced into Ishyiama's back sending him plummeting into the void below.

WHOOSH! BOUNCE! SMACK!

Shocked, Cannonbolt morphed back to his humanoid form with Ben and Gwen following him on right before Ishiyama respawned in the temple via a flash of bright yellow light.

WHOOSH! ZAP!

Ishiyama then respawned near the group and ended up losing another one of his orange orbs on his armour before he glared at Cannonbolt.

"Oh for crying out loud! Why did I cause Ishiyama to lose another life?!" Cannonbolt then shouted out in anger and disgust.

"Nice going round boy, **_Now_** _**he's down to his last life."**_ An angry Ben pointed out before Nibbler's voice briefly appeared at the end shocking Gwen and Cannonbolt.

"Sheesh, Ben. I didn't know Nibbler was taking over you that much when you got mad." Gwen jokingly muttered back to an annoyed Ben.

Ishiyama then coughed slightly and told the kids, "We must still answer the Kappa's riddle if we are to continue our quest."

Thinking about what the riddle meant, Gwen walked forward to the statue and loudly declared, "Hmm... "The key names your weapon, but only by sight. When uttered as a vow, a gesture polite."

"Names your weapon?" Cannonbolt muttered out before he grinned and shouted out, "Eureka! Gwen, you have a weapon to use!"

"Of course! My weapon is a bow, so when it's a vow, it becomes a bow!" Gwen happily shouted out before she smirked and bowed near the statue.

"Lovebirds." Ben quietly whispered under his breath next to Ishiyama who nodded back agreeing with Ben.

The Kappa statue then groaned and moved forward slightly before it soaked Gwen with water covering her from head to toe.

Creak... SPLASH! SPLOSH!

Speechless, Gwen stumbled back before an orange flash of light covered her before she swelled in size becoming the size of a Sumo wrestler.

Cannonbolt's jaw then dropped down before Ben couldn't but snicker before...

"BWAHAHHAHA!" A laughing Ben giggled out before he fell on the floor struggling to contain his laughter before Nibbler blurted out, _**"Oh my god Gwen, you look so funny!"**_

Cannonbolt quickly sprinted over to Gwen who had an enraged look on her face and told Gwen, "I'm sorry this happened to you. But's it's only temporary, I'd bet."

Ben then moved over near Cannonbolt and Gwen before he mockingly declared, "Whoa! Looks like you two have been hitting the old Sumo feedbag!"

Cannonbolt then glared at Ben before the Arburian Pelarota told him, "Shut up and quit messing around Ben."

"Thanks for standing up for me Stan." Gwen thanked Cannonbolt who smiled and nodded back having defended her.

Gwen then leapt up and destroyed the Kappa statue with a powerful kick onto the ground.

WHOOSH! KICK! SMASH! Crumble...

Once the statue was destroyed, the group discovered an incredible sight.

It was another circular Dojo.

"The Dojo!" Ben pointed out before Ishiyama told the group, "We must get moving now!"

Everyone then ran onto the circular Dojo which slowly began moving upwards as it left Level two behind.

"Dojo, take us to level thirteen." Gwen then ordered the circular Dojo which quickly flew upwards skipping the other twelve levels.

Noticing that the Dojo had entered a space-themed environment, Cannonbolt smiled and pointed out, "Alright! Soon Kenko will be beaten and we'll be on our way home."

WHOOSH! ZAP!

Gwen then glowed orange before she shrank back down to her normal size and landed near Ben...

Right before she punched him on his shoulder.

"Ow! What was that for?!" Ben angrily complained to Gwen.

"Making fun of me when I was fat. So don't do it again." Gwen coldly warned Ben in anger.

Cannonbolt sighed just as the Dojo finally reached its destination.

This time the level was simply a large Japanese themed arena with empty spectator seats and floating roof where the space background of the last level was.

"The Arena of Sumo Warriors!" An excited Ishiyama told the group before they heard Kenko shout, "And the site of your final defeat Ishiyama!"

Everyone then turned around and saw Kenko now changed as a massive golden Lion statue creeps towards them.

"Bring it on!" Cannonbolt shouted out before he muttered, "Uh... Who's this guy again?"

"Kenko! And were about to teach him why were game masters!" Ben shouted out before Nibbler slowly overtook his body and transformed fully.

Splat... Slither... Squelch...

Once Nibbler took over, the Symbiote grinned, grabbed hold of Ben's Samurai sword from his back and charged towards Kenko with the weapon.

Then the Omnitrix symbol on Cannonbolt's forehead began flashing red before he changed back to Stan in a flash of bright red light.

BEEP! BEEP! BEEP! FLASH!

Emerging from the flash of red light, Stan shook his head briefly before he mumbled, "Good thing that wasn't me."

"What sort of power is that?" Ishiyama then questioned Gwen about Nibbler who smirked and told him, "The power of teamwork."

Shocked by Ben's transformation, Kenko then used his paws to block Ben's Samurai sword which clanged onto his metallic paws.

WHOOSH! CLANG!

 _ **"En garde!"**_ Nibbler quoted before he continued using the Samurai sword to battle Kenko.

"Stan! We'll handle Kenko. Just find that Upgrade icon!" Gwen ordered Stan who nodded back and told her, "Got it! I'll find him asap."

Stan then ran off right before Nibbler was crashed onto the bottom off the staircase tossed over by Kenko.

WHOOSH! SMASH!

 _ **"Urgh... Be careful you guys."**_ Nibbler warned Gwen and Ishiyama who jumped up in the air together.

"ROAR!" Kenko loudly roared out as Gwen fired arrows from her Sumo Bow on Ishiyama's back.

WHOOSH! THWIP! THUNK! THUD! WHOOSH! THWIP!

Kenko leapt in the air as the arrows bounced off his solid body before he tackled into Ishiyama and Gwen sending them sprawling onto the arena floor.

WHOOSH! THUNK! CRASH!

Shocked, Nibbler slowly recovered and saw Kenko's true form.

Kenko was now a large humanoid cyborg who had robotic limbs and legs with his only regular part being his bright purple face which had a spikey blue beard with his hair pointing upwards.

Stomping forward, Kenko stared down Nibbler before the Symbiote growled and began fighting him again.

Meanwhile, Stan ran up to the side of the arena and began frantically looking around in Keni Trunks for the Upgrade icon which was scattered everywhere.

WHOOSH! ZAP! WHOOSH! ZAP! WHOOSH! ZAP! WHOOSH! ZAP! WHOOSH! ZAP!

"Argh come on! Where's that blasted Upgrade icon?" Stan angrily muttered under his breath tossing boxes and crates aside.

Crush... Crumble... BZZZT! WHOOSH! ZAP!

"Presidium!" Gwen called out with a purple Mana shield surrounding her and Ishiyama who removed the rubble of them.

Looking around, Gwen then spotted Nibbler firing a series of large tendril blasts from his hands towards something in the air.

WHOOSH! SLITHER! KA-SPLAT! WHOOSH!

 _ **"Stay still birdie!"**_ A frustrated Nibbler roared out trying to hit Kenko who had now taken on the form of a large blue Pterodactyl.

Roaring, Kenko then grabbed hold of Ishiyama with his thick jagged claws.

WHOOSH! GRAB!

"ARGH!" Ishiyama screamed in shock before he dumped Ishiyama directly onto Nibbler.

WHOOSH! SMASH! CRASH!

Both of the large fighters then crashed onto the ground as Nibbler ended up sliding back into Ben's body due to receiving to much pain from his impact with Ishiyama.

Splat... Slither... Squelch...

"Oh Man..." Ben slowly complained before he ended up falling on the ground knocked out whilst Ishiyama was recovering, noticing how damaged the Arena now was with dust and debris scattered across the map.

With Gwen the only fighter left, she hurled up arrows towards Kenko, but he merely used his thick claws to slice Gwen's Sumo bow in half.

WHOOSH! THWIP! SLICE! Thunk!

Not beaten yet, Gwen took out her Shuriken and hurled it directly towards Kenko causing one of his wings to be clipped off from the weapon.

WHOOSH! SLICE!

Now injured, Kenko then morphed into his blue dragon form before he burnt Gwen's Shuriken to a crisp of molten metal via blue flames.

WHOOSH! BLAST! BURN!

"This is bad! What's it going to take to beat him?!" Gwen shouted out before she activated her Mana powers with both of her hands glowing purple.

Ishiyama then piledrived onto Kenko sending the massive boss to be slammed into the wooden bleachers.

WHOOSH! SMASH! CRASH!

Kenko merely slammed Ishiyama onto the ground near Ben as Gwen quickly ran over to help him get back up.

SMASH! SLAM!

Ben then woke up before Kenko once again grabbed the three in his massive serpent-like tail.

WHOOSH! GRAB!

"I expected more of a challenge from the great Ishiyama." Kenko snarkily taunted the group of three who were trapped.

"The battle is not over, so long as one of us still stands!" Ishiyama calmly shouted back at his arch-rival.

WHOOSH! ZAP! WHOOSH! ZAP! WHOOSH! ZAP!

"No! No! No!" Stan angrily complained before he froze in shock and eagerly yelled out, "Yes! Time to come home Upgrade! Aka my favourite alien of all time."

Stan was about to lean down and grab the Upgrade icon right before Kenko appeared near Stan and chuckled darkly before...

SMACK!

Kenko smacked Stan's face with his thick claw causing the young hero to land on the ground painfully.

Feeling his left cheek sting in pain and swell red, Stan slowly moved up from the floor and glared at Kenko who was now in his humanoid form.

"Your power is now mine boy!" Kenko taunted Stan as the Upgrade icon rose up from the chest and glowed green.

WHOOSH! ZAP! BEEP!

Not wanting to lose his favourite alien form, Stan quickly hurled his throwing knives right at Kenko's spikey blue hair.

WHOOSH! ZIP! THUNK! SMACK!

Kenko ended up pinned to the wall by the throwing knives right before Stan yelled out, "I win!"

Stan then grabbed hold of the Upgrade icon causing it to be absorbed into the Omnitrix.

BEEP!

"Galvanic Mechamorph DNA sample reacquired." The Omnitrix gauntlet beeped out causing Stan to smile and declare, "Yes! Now to go Upgrade!"

THUNK!

Kenko then stomped forward near Stan and was about to kill him when Ishiyama tackled Kenko into the wall once again.

WHOOSH! SMASH! CRASH!

Covering his head, Stan then looked upwards and noticed Ishiyama step out of the rubble unharmed and okay.

"Are you alright?" Kenko questioned Stan who nodded and told him, "Yeah... That was a close call... ARGH!"

The reason Stan had screamed was that Kenko had pushed his fist right in the middle of Ishiyama's digital chest.

CRACK!

Speechless, Ishiyama then vanished in a flash of bright white light before Kenko withdrew his hand back.

WHOOSH! FLASH!

Stan felt his heart rate rise in shock and tension before he muttered out, "Ishiyama... You killed him..."

"No! Y ** _o_** _ **u monster!**_ " An enraged Ben also shouted out with Nibbler's voice blurting out at the end before Gwen then yelled, "No! He can't be dead!"

"Your Sumo Slammer hero isn't here to save you anymore." Kenko began before he declared, "You'll join him soon enough."

Kenko then rose up Ben's discarded Sumo sword and prepared to kill the kids when...

FLASH!

Upon hearing the flash of Stan transforming, Kenko turned around and noticed Upgrade angrily glaring with his central eye furious.

"You are dead Kenko. You killed a good person and I don't intend to let you live." Upgrade coldly warned Kenko before he declared, "Now we play by my rules which quotes to me beating the crap out of you."

Kenko couldn't help but be creeped out slightly before Upgrade slowly faced Ben and Gwen.

"Do it for Ishiyama Stan!" Both Ben and Gwen then called out encouraging Upgrade who nodded back and quickly went on the warpath against Kenko.

First, of all, Upgrade merged with Kenko's body and delivered a series of brutal electrical shocks towards the hostile NPC.

SPLAT! Slither... ZAP! SPARK!

Kenko retaliated back by morphing into his dragon form trying to burn Upgrade, but the Galvanic Mechamorph simply ploughed through the flames and began punching him.

WHOOSH! BLAST! SPLAT! SMACK! PUNCH! CRACK!

Kenko's bird form was then smashed out by Upgrade who stretched his arms out and slapped the bird with his hands numerous times.

WHOOSH! WHRRR! Slither... SMACK! CRASH!

Finally, to finish Kenko off, Upgrade kicked Kenko's mouth causing him to morph back into his normal form and be left as a broken and battered mess.

WHOOSH! SMACK! KICK! PUNCH! SMASH! WHAM!

Following Upgrade's brutal beatdown, the Galvanic Mechamorph's green eye glowed slightly whilst Upgrade's hands were now morphed as spikey mace hands.

"Come out... Come out... Kenko..." Upgrade coldly taunted the rouge NPC boss in the middle of the ruined and destroyed arena.

"Hey, Stan! You got your revenge on Kenko." Ben yelled out before Gwen then shouted, "So get us out of here as Upgrade before the Omnitrix times out again."

Hearing his friends voices caused Upgrade to slowly calm down before his central eye smiled and he told them both, "No problem! Still, it's a shame that Ishiyama's dead."

Upgrade then walked up the stairs and appeared near Ben and Gwen before he placed his hands on both of them right before...

"You wouldn't leave without saying goodbye would you?" Ishiyama's familiar voice then asked the group.

"What?!" Upgrade shouted out before Ben said, "He's still alive! Awesome!"

 _ **"Hold up. Something seems odd here."**_ Nibbler then whispered to Ben.

"But I thought you were killed." Gwen then bluntly questioned Ishiyama.

"Huh Huh." Ishiyama laughed before he fully explained, "It would take more than Kenko to finish off my last life. I just wanted to say I was wrong. You are the superior warrior."

"Finally. About time you respected me." Upgrade snarkily joked back whilst Ben and Nibbler were whispering to each other.

"I only wish that I could visit your world and fight alongside such a noble hero." Ishiyama proposed to Upgrade.

"Well, I'm not even sure if..." Upgrade began only for a bright yellow hologram to appear behind Ishiyama.

WHOOSH! ZAP! THUNK!

Everyone then noticed another large Sumo wrestler appear who was wearing light grey shorts and having one grey shoulder pad on his right arm.

He also had a brown goatee and his brown hair curled in a ponytail with a muscular build like Ishiyama.

"Sorry, Ishi, Your travel plans just got cancelled." Max snarkily taunted Ishiyama right before he slammed into him sending the two back into the arena.

WHOOSH! SMASH! WHAM!

"Grandpa?! What are you doing, Ishiyama's the good guy!" Gwen called out to Max.

 _ **"Gwen, Ishiyama was Kenko in disguise the whole time."**_ Nibbler blurted out to Gwen.

"That's right! Now just watch this." Max informed the others.

Leaping up onto the floating roof above the arena, Max then leaned down and grabbed hold of a Keni Trunk before he opened it.

WHOOSH! ZAP!

A flash of bright yellow light covered the area before Max grabbed hold of a coin which had a salt indicator on it.

WHOOSH! ZAP!

Once the coin glowed yellow, a Japanese themed Salt Shaker appeared before he aimed it over Ishiyama and shook the item.

Furious that his disguise had failed, Kenko glared at the group in anger.

"Nice try Kenko! But we saw right through your disguise." Ben shouted out at the shapeshifter.

"You were trying to fool me into taking you to the real world!" Upgrade then shouted out Kenko's plan.

"Let's get out of here before he succeeds!" Gwen suggested to Upgrade.

"No way. I've learned that a true Sumo Slammer never retreats. I'm going to defeat him honourably." Upgrade told the group before he slithered off towards Kenko having morphed into his liquid-based form.

SPLAT! Slither...

However, Kenko swiftly dodged Upgrade before he morphed over near Gwen and captured her in his grip.

Immediately, Ben tried to help Gwen break free, but Kenko simply kicked him on the ground again.

KICK! THUD!

"Fortunately I am not bound by such honour." Kenko cockily taunted Upgrade as Gwen tried to escape before she yelled out, "Help me, Stan!"

The Dojo that Kenko was standing on then rose downwards causing Upgrade to scowl and yell out, "I'm coming to save you, Gwen!"

Upgrade then jumped off the arena and landed on the Dojo gracefully before he stood upwards with a calm expression right before Ben joined him.

"Destroy me and the one you love suffers the same fate!" Kenko warned Stan in desperation before Nibbler shouted back, _**"We won't let that happen! Take him out, Hopkins!"**_

"With pleasure Nibbler. Kenko, This game is officially over!" Upgrade bluntly informed Kenko before he merged with Kenko's armoured fist.

SPLAT! WHRRR! Slither...

As Upgrade merged onto Kenko's body, his armour slowly became encased in bright green colouring before he went inside Kenko's mouth.

ZAP! SPARK! FLASH! GLITCH!

"GAH!" Kenko gagged in pain feeling Upgrade squirm down his throat before his body went numb.

Unable to move, Gwen quickly jumped out from Kenko's grasp right before Upgrade forced Kenko to explode in a big explosion sending his ruined armour across the Dojo lift.

CRAKA-BOOM! Crash! Thunk!

Covering her arms, Gwen slowly looked away from the wreckage and noticed Kenko's true form with Upgrade standing on proudly.

Kenko's true form was a small raggedy midget who was wearing an old ragged loincloth.

Furious that he'd lost, Kenko growled and charged towards Upgrade and punched him numerous times.

Punch! Slap! Punch! Slap!

Except they hardly hurt Upgrade at all.

Yawning, Upgrade then allowed Kenko to kick him causing his armoured foot to fly up in the air before...

Whee... CLONG!

Kenko was then hit by his armour causing his eyes to boggle out comically.

"No... I cannot fail... Curse you... Upgrade..." Kenko rasped out to Upgrade before he stumbled backwards and fell onto the floor knocked out.

Thunk!

Smiling, Gwen then ran near Upgrade who chuckled and told her, "So how good was I back there?"

"Pretty impressive and it's kinda obvious that you're the better Sumo Slammer Samurai," Gwen replied to Stan as the circular Dojo then rose back up to Level thirteen.

"Okay, Okay. Okay. You're right Gwen. Stan was slightly better... But we're still the best." Ben cockily told Gwen who smirked slightly.

Holding out his right arm, Upgrade then created a 1-UP icon with his right hand which flashed a bright white colour.

WHOOSH! FLASH!

Ishiyama then respawned near Gwen and Upgrade in a flash of bright light before Upgrade told Gwen, "I want to hear it from him."

WHOOSH! ZAP! THUNK!

"So, now who do you think is the better Sumo Warrior?" Upgrade confidently questioned Ishiyama.

"Him!" Ishiyama told Upgrade pointing behind him.

The three then turned around and noticed Max before Upgrade said, "Uncle Max? But why?"

Crossing his arms, Ishiyama said to Upgrade, "Only a true Sumo Slammer would know to use the cleansing power of Sumo Salt to reveal Kenko's deception."

"Ahh, It was easy. I just read the instructions." Max jokingly remarked back to Ishiyama.

"Read the instructions?" Everyone muttered out before they sighed.

BEEP! BEEP! BEEP!

The Omnitrix symbol on Upgrade's chest then began beeping red which caused Upgrade to grab hold of Ben and Gwen.

WHOOSH! STRETCH!

"No time for goodbyes! Got to go!" Upgrade told the group before he rolled into his ball form and teleported the group out of the virtual game world in a flash of bright green light.

FLASH! ZAP! SPARK!

At the same time back outside in the real world...

Holding a controller, Max then noticed Ben's gaming system beginning to shake and flash right before Upgrade's face appeared before he morphed out of the game system back to his normal humanoid form.

ZAP! SPARK! SPLAT! WHRRR! Slither...

Upgrade then let go of Ben and Gwen before he transformed back to Stan in a flash of bright red light.

BEEP! FLASH!

Emerging from the flash of bright red light, Stan stumbled around briefly whilst the Omnitrix beeped out, "Attention! Recharge mode is now active. Please note that the Master Control feature is now available and unlocked again with the Explodian DNA sample now activated. Thank you and have a very safe day."

Moving over to the wooden draws for leaning support, Stan sighed and muttered under his breath, "Okay... Okay... That Upgrade transformation really drained me out... I'm done for today."

"Could you cut it a little closer next time?" Ben then questioned Stan who tiredly mumbled back, "Not now. I just need to take a breather."

"Hopefully there won't be a next time," Gwen suggested to Ben who smirked slightly.

Looking out the window, Max spotted the sun shining through the grey clouds before he smiled and told them, "Well looks like it finally stopped raining. How about you kids go and get some fresh air?"

 _ **"Fresh air? We think we could do with a little real-world right about now."**_ Nibbler jokingly remarked back to Max.

Thunk!

"Home sweet home!" Stan shouted out before he laughed happily in joy with Ben and Gwen chasing after him.

Once Max watched the kids run outside, Max chuckled before he muttered, "I'd thought they'd never leave. Now, where was I?"

Max then continued playing Sumo Slammer Smackdown whilst the kids played with each other outside as the sun shined brightly in the distance.

 **Author's note: And there we go another chapter now done.**

 **Sorry, it took a while to make, but I was busy with other things and real life.**

 **Also, I'd like to thank** **MakaveliX-T for allowing me to use his KaBoom character as Stan's next alien unlock.**

 **It was fun writing him and it's another character type that I wanted to write with Stan's newest alien being different.**

 **Other than that, I hoped you enjoy reading this chapter and I'll see you all next time when 'Super Hero Alien Buddies' will come out.**

 **Bye-Bye! ;)**


	35. Chapter 35: Super Alien Hero Buddies

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins and Nibbler are custom characters made by me. All rights reserved for all owners and companies.**

 **Author's Note: Well here's the next chapter of Stan 10 as promised.**

 **Sorry for the long delay though.**

 **Life caught up with me.**

 **Now here's the chapter.**

 **So sit back and enjoy it.**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: It was a depressing and rainy day so everyone was inside the Rust Bucket.

Whilst Max was sleeping due to exhaustion and boredom, the kids were playing on Ben's portable game system.

Following an argument between the kids, Stan transformed into Upgrade and hacked Ben's portable game system.

The other kids then ended up tugging on the game system before they all ended up zapped inside the game because of a bolt of lightning hitting the game system.

As a result, the group of four ended up trapped inside Sumo Slammer Smackdown.

Fighting their way through the levels, the group needed to find the Upgrade icon to escape the virtual world.

During the journey, the group also met Ishiayama and Kenko who were the main characters of the game.

Following a decisive final battle, the group escaped the video game and returned to the real world.

Now having arrived at Universal Studios Hollywood, Stan will have to endure his most embarrassing adventure yet...

Chapter 35: 'Super Alien Hero Buddy Adventures.'

It was a warm and cool sunny day in Los Angeles, California as the Sun shined brightly in the Sky.

Currently, the Rust Bucket was parked up near the main entrance to the complex where the iconic Universal globe spun above the lake it was present above.

As groups of tourists and locals flocked into the Citywalk or the Theme park complexes, the Rust Bucket was parked up on a road nearby.

Outside the RV, the engine of the vehicle was smoking before Max sighed and muttered, "I really should update this engine."

Whilst inside the RV, Gwen, Ben and Nibbler were sat down on the side booth and laughing to themselves.

So where was Stan?

Inside the bathroom, Stan adjusted his neat brown hair before he smirked and placed on a pair of black sunglasses over his blue eyes.

"Stay here, I'll be back," Stan happily muttered under his breath doing an impression of the T-800 from Terminator 2: Judgement Day.

Feeling a surge of joy spread through his body, Stan giggled slightly before he happily thought, _"Ah... Universal Studios Hollywood, A combination of a theme park and movie studio featuring some of the greatest franchises of Hollywood films."_

Removing the sunglasses off his face, Stan shrugged and placed them back on the countertop before he placed his normal black glasses on and walked out of the bathroom.

"Hey, guys, What's so funny?" A confused Stan asked Ben and Gwen who was watching the TV giggling slightly.

"Take a look." Ben snickered to Stan who looked at the TV which was playing an animated show for children.

Looking at the TV screen, Stan noticed three kids playing on at a playpark right before three cartoon villains appeared.

The first one was a robber who wielded a pair of bowling balls with spikey orange hair.

The second one was a wizard who wore purple robes and matching hat then appeared and waved his wand.

The last one was a furry blue and white cat appeared holding a rotten garbage can.

The kids gulped before they screamed and ran off whilst the three villains began ruining the playground.

"Who will protect us from the nefarious deeds of the League of Evil Doom Fiends?!" A narrator's voice then blared out from the TV.

"Okay, it's a kids cartoon. Why are even watching this?" A confused Stan questioned Ben and Gwen.

 _ **"You'll find out."**_ Nibbler then bluntly remarked to Stan.

Turning around Stan then froze in shock before his blue eyes widened in alarm.

There on the TV screen was cartoon silhouettes of Upgrade, Four Arms and Wildmutt.

The Four Arms silhouette then leapt forward before the narrator declared, "Handy Buddy!"

"What?!" Stan muttered in disbelief as Nibbler, Ben and Gwen burst out laughing in response.

The robber with the bowling balls then hurled the weapons towards Handy Buddy who caught them quickly with his four arms.

WHOOSH! GRAB!

"Urgh! You'll not be tossing me out of the game anytime soon, Bowling Ball Bandit!" Handy Buddy yelled out with a thick Scottish accent.

The Upgrade figure then moved into the background before the narrator yelled out, "Digital Buddy!"

The wizard then hurled some gumdrops towards Digital Buddy who quickly got stuck under the mess.

SPLAT! SPLOT!

"Gumdrops messing up my feet? You're going down thanks to digital fun, Gumdrop Wizard!" Digital Buddy shouted out in a robotic and eager tone.

Digital Buddy then morphed off from the gumdrops and sprinted towards Gumdrop Wizard.

SPLAT! WHRRR! Slither...

"Doggy Buddy!" The narrator shouted out once again before the Wildmutt Expy roared, "ROAR!"

The cat villain then chuckled and grabbed hold of the rubbish bin before running towards Doggy Buddy.

"Look out laddie! It's the Kitty Litterer!" Handy Buddy warned Doggy Buddy.

Doggy Buddy immediately kicked the ground and sent dirt onto the Kitty Litterer.

WHOOSH! THUNK!

The Kitty Litterer then was then knocked into his rubbish bin with Bowling Ball Bandit and Gumdrop Wizard also trapped in the rubbish bin beaten.

Comical stars then surrounded the trio of villains before the three alien ripoffs walked forward and shook hands together.

"The forces of good and fairness uniting to form... The Super Alien Hero Buddies!" The narrator boldly declared as the cartoon came to an end.

As the adverts then played, Stan's bright blue eyes were stunned with his jaw wide open whilst Ben, Gwen and Nibbler finished laughing.

"So Stan. Is it just me or are those super lame versions of your alien heroes?" Gwen snarkily questioned Stan.

Ben then turned off the tv with the remote before he told Stan, "Don't worry, Stan. It's not that big of a deal."

Stan merely turned around and gave off a glare before he warned them, "Someone's going to pay for ripping off my aliens, especially Upgrade!"

A few moments later outside the RV and near the entrance gate to Universal Studios Hollywood...

Looking around, an enraged Stan then noticed a poster of the Super Hero Alien Buddies group before he scowled.

Grabbing hold of the poster, Stan carefully looked over what company and designer had made the poster.

"Copyright: Tim Dean 2005, All rights reserved?!" Stan muttered under his breath before he ripped up the poster with a furious look on his face.

Stan then stamped on the poster numerous times as his Anger briefly took control over him.

"Whatever jackass thought it was a good idea to rip my aliens off and make money off that should be ashamed of themselves! When I met him... Oh boy... It's gonna get ugly." Stan angrily ranted under his breath.

Wanting to help out his friend, Ben calmly walked over to Stan and reassured him, "Hey Stan. Take it, easy man."

 ** _"Tennyson is right. There is no need to be alarmed like this."_** Nibbler spoke not knowing what copyright law was.

"Uh hello?! You're an alien Nibbler, plus the pair of you would hardly understand what that is." Stan angrily ranted back to Ben.

Ben rolled his green eyes back before Gwen stepped forward and told him, "Copyright laws aside, I can understand why you're angry right now. But don't you think you're going a bit too far?"

"Too far?! Whoever this Tim Dean person is, has blatantly ripped off the aliens from the Omnitrix and made them look like a laughing stock! He's also making money on top of that!" Stan then angrily ranted to Gwen.

Before Gwen could get some sense back into Stan, Max then appeared carrying an oiled rag whilst the Rust Bucket's engine was hissing out steam on the road nearby.

"Just as I thought." Max began before he explained, "It's the distributor. I saw a garage a few blocks back. Let me see if I can get another one."

"What about Universal Studios Hollywood, Grandpa?" Ben questioned Max before Nibbler stated, _**"It's a once in a lifetime moment for us."**_

Wiping the rag, Max then chuckled and told the kids who were giving him pleading looks, "You're right. You both have been bugging me all summer to see Kangaroo Commando. Alright, you three get started without me. I'll meet you back at the Universal Globe around 4.00 Pm."

"Yes! We can do Terminator 2-3D: Battle Across Time!" Stan eagerly rambled on before he smiled happily.

"I'm looking forward to doing all the shopping and meeting Betty Boop!" Gwen shouted out just as excited as Stan.

"Well, we're going to meet Kangaroo Commando and do Revenge of the Mummy: The Ride And Jurassic Park: The Ride!" Ben eagerly yelled out with Nibbler's voice being present briefly.

Smiling happily, Max then waved goodbye to the kids before they walked over and managed to get inside the theme park.

Once they passed through the entrance gates, the trio noticed a large cardboard cut of Kangaroo Commando with cartoonish text that stated, 'Meet Abel North! TV's Kangaroo Commando!'

The Kangaroo Commando suit was a brown uniform that had a yellow kangaroo silhouette in the middle with matching black briefs, a black belt with dark brown pockets and yellow gloves.

The suit also had a black cap with two holes for eyes with a large yellow K being the insignia for his costume with his black belt also having that cosmetic feature.

"Tch. I still don't get what the big deal is about some old TV actor jumping around in his underwear." Gwen muttered to Ben and Nibbler.

Ben then leapt in the air and did a martial arts kick before punching the air whilst Stan rolled his eyes in response to Ben's antics.

"We wouldn't expect you to appreciate Kangaroo Commando. But we've watched the show ever since we were just a kid." Ben explained before he coughed and said, "Uh, I meant I, not we since Nibbler wasn't inside me then."

"So I take it he's the one that was your favourite superhero as a kid? Fair enough." Stan mused to Ben having figured out what Ben meant.

"You got that right! He inspired us both to be superheroes!" Ben then blurted out loudly before he froze and giggled slightly.

Knowing that wasn't good, Stan turned around and spotted something rather embarrassing.

It was a person dressed up in a Handy Buddy costume with his mouth and face visible from the outfit.

Frowning, Stan then crossed his arms whilst the man in the costume blurted out in a fake Scottish accent, "I'm Handy Buddy! Watch me now..."

The Handy Buddy actor then tumbled onto the floor.

Thunk!

"Seriously? Four Arms doesn't dance around like that." Stan muttered under his breath before he helped the Handy Buddy actor get up from the floor.

"Who's Four Arms? I'm Handy Buddy me boyo!" The Handy Buddy actor informed Stan before he held out his index arm and said, "Shake!"

"No thanks." Stan coldly replied before he rejoined Ben and Gwen who was facing a brick wall where a poster of a young man who had bright ginger hair and a goatee along with wearing a smart blue shirt and matching trousers was present standing in between Handy Buddy, Digital Buddy and Doggy Buddy.

The poster also had a bright cartoonish text that stated, 'Meet Tim Dean... The creator of Super Alien Hero Buddy Adventures today!'

 ** _"Meet Tim Dean, creator of Super Alien Hero Buddy Adventures,"_** Nibbler muttered to the kids before Ben smirked and asked Stan, "Want to get an autograph?"

Feeling annoyed, Stan then spotted the Handy Buddy actor walk past before a pair of actors wearing a Doggy Buddy costume and a Digital Buddy walked by.

"Have a Super Alien Hero Buddy day!" The Handy Buddy actor yelled out towards a group of nearby kids who then began cheering happily.

"Oh for crying out loud... This is so embarrassing." Stan complained to Ben, Gwen and Nibbler who had slight grins on their faces.

A few moments later in the Universal Studios Upper Lot...

"Yippie!" A young kid around five years old happily declared once he received a signed autograph from Tim Dean.

As the kid ran off, Tim Dean who was sat down on a table with two Universal security guards near him yawned and said in a bored tone, "Thanks for watching. Next!"

Stan then casually strolled past all the people who were waiting patiently in the long line before he barged in front of a mother who was with a young son.

"Hey, what are you doing?!" The outraged mother demanded Stan who ignored her and promptly ripped her son's autograph of Digital Buddy into shreds.

RIP!

Immediately, the kid began crying with everyone in the queue line giving a variety of looks towards Stan.

"Hey! That's a Tim Dean original!" A furious Tim criticised Stan for his behaviour.

Crossing his arms, Stan then bluntly told Tim, "An original piece of work? You ripped off those alien heroes that have been appearing all over the news recently! Plus you broke the copyright law as well."

"Prove it." Tim Dean mocked Stan back.

"Well, since you created those characters. You were the copyright author from the start correct?" Stan questioned Tim who shrugged back and said, "Yeah I did."

"Ah... But some of those characters you made previously started showing up all over the country recently. So techinically you took the designs of those alien heroes and you have ripped them off and turned into you own creations which they were not. Who's laughing now?" Stan bluntly explained his point to Tim before he smirked.

"Take him away, Digital Buddy!" Tim yelled back in response.

An actor wearing the Digital Buddy costume then grabbed hold of Stan's shirt collar before he was dragged off.

"You're a fraud, Tim Dean! Digital Buddy's real name is Upgrade! And he's not an alien that prances around! And why's Four Arms Scottish?! That doesn't even make any sense!" Stan angrily ranted on catching everyone's attention.

WHOOSH! THUNK!

Stan was then tossed out of the convention before Tim Dean told everyone, "Sorry about that. Now next person, please."

Helping Stan up from the ground, Gwen remarked to him, "Something tells me that guy isn't open for constructive criticism."

"Then maybe it's time for a little destructive criticism." Stan coldly replied to Gwen.

Moving away from the others, Stan looked over his shoulder and walked behind a Digital Buddy state before the kids heard him say, "Upgrade."

BEEP! FLASH!

A bright flash of green light then occurred from behind the figure as Stan grinned and embraced his transformation into his favourite alien.

The Omnitrix sank into his right arm as a smiling Stan embraced the digital and electronic change as his skin morphed into a thick black metallic substance with green wiring present slowly covering his body quickly.

His hands morphed into larger but simpler hands as did his feet.

He then turned around as the substance covered his body as his face slowly changed into a bright singular green eye whilst his clothes morphed into a white jumpsuit that covered the majority of his lower body.

To finish off, the green lines that connected to his eye morphed on his body like circuits as Upgrade posed with his eye smiling with the Omnitrix symbol glowing on his chest.

FLASH!

Appearing from behind the Digital Buddy statute, the Omnitrix symbol on Upgrade's chest then beeped out, "Galvanic Mecharmorph DNA sample activated."

Upgrade then charged up his bright green eye only for something to blow up behind him.

BEEP... CRAKA-BOOM!

"Stan!" Ben warned him before Upgrade said, "What? It wasn't me."

"Look over there!" Gwen then yelled at Upgrade causing everyone to turn around and gasp in shock.

Dangling from the Universal show stage on a platform was Kangaroo Commando aka Abel North who was struggling to get onto the building.

"Isn't that Kangaroo Commando?!" A shocked Upgrade asked Ben who yelled out with Nibbler's voice saying, "Yes! We've got t _ **o save him!"**_

Looking at Gwen and Ben, Upgrade told them both, "I should be able to handle this on my own. Is that alright?"

"You go and help out Kangaroo Commando. We'll join you shortly." Gwen advised Upgrade who nodded back and called out, "Stinkfly!"

FLASH!

Emerging from the flash of green light, Stinkfly flapped his wings before he flew off upwards towards the burning show stage whilst his Omnitrix symbol beeped out, "Lepidopterran DNA Sample activated."

WHOOSH! ZIP!

Once Stinkfly flew over to the Universal Studios Hollywood Show Stage, Stinkfly landed on the ground and called out, "Heatblast!"

FLASH!

Blinking just as fast, Heatblast slowly looked upwards before his Omnitrix symbol beeped out, "Pyronite DNA Sample activated."

Smiling slightly, Heatblast then placed his hands together and absorbed the intense heat from the burning structures thinking, _"Hopefully this doesn't backfire on me..."_

Manipulating his hands, Heatblast carefully formed a fire tornado and grabbed hold of Kangaroo Commando with the fiery tornado before he was gently placed on the ground near Heatblast.

BLAM! THWOOSH! SWOOSH!

Stunned, Kangaroo Commando shook his head briefly before he heard Heatblast ask him, "Are you alright Abel?"

"What the?! Who the hell are you?" Kangaroo Commando demanded Heatblast who shrugged and told him, "A Pyronite from Pyros and now I'm gonna be someone else. Spitter!"

FLASH!

Shocked by what he saw, Kangaroo Commando stepped back before Spitter then inhaled his cheeks and fired out a massive blast of acidic spray from his mouth directly at the burning fire.

Rumble... HISS! SPLAT!

The massive flames were then extinguished before Kangaroo Commando crossed his arms and sarcastically told Spitter, "So who exactly are you again?"

"I already told you. I'm one of many alien species that has visited this planet to help out its citizens." Spitter truthfully explained to Kangaroo Commando.

"Oh really? Then why are you trying to ruin my stun show?!" Kangaroo Commando ranted at Spitter.

Confused, the young Sphoeriod looked behind Kangaroo Commando and saw a large colourful banner with the Universal globe on it that stated, 'Universal Studios Hollywood proudly presents... The Kangaroo Commando Stunt Spectacular! Now running for a limited amount of time!"

Spitter also noticed a variety of audience members sat down on the wooden bleachers staring at Spitter and Kangaroo Commando in confusion and awe.

As the audience began talking, Spitter nervously scratched his head with his fish-live claws and told Kangaroo Commando, "Sorry... I should have been more alert."

Kangaroo Commando then glared and walked forward to Spitter who slowly moved back and told him, "Look... Maybe we can calmly talk about this without having to resort to mindless violence?"

A few moments later...

SMASH! CRASH! WHAM! BLAM!

After Heatblast attempted to relight the show on fire, (And nearly killing some audience members in the process who were saved thanks to Ben, Nibbler and Gwen) Kangaroo Commando was fighting Stan.

Recovering from the wooden bleachers that he had been thrown into, Blitzwolfer groggily emerged from the debris and shook his head.

"Urgh... That was so unnecessary." Blitzwolfer groggily complained before he yelled out, "Hey! It was just an accident! Heatblast didn't mean to do that!"

Nearby were some shocked tourists that Gwen and Ben had managed to rescue from the wooden bleachers.

"So... Great show, huh?" Ben questioned the tourists before Gwen remarked, "So realistic, huh? Hey. I think we'll be able to see better from over there."

The group then ran off from the battle as Kangaroo Commando then used a pair of jumping boots to leap over the flames Heatblast created before he used a Fire Extinguisher to put out the flames Heatblast created.

PHWOOSH! SPLAT!

With his mouth full of foam, Blitzwolfer spat out the foam before he heard Kangaroo Commando declare, "Who put you up to this? Tim Dean?"

"Are you that stupid?" Blitzwolfer snarkily joked back before he opened his mouth and fired out a green sonic blast.

HOWL! WHOOSH! BLAST!

Kangaroo Commando was briefly stunned by the howl before he took out a grappling pistol and fired a piece of rope at Blitzwolfer's legs.

WHOOSH! GRAB! THUNK!

Blitzwolfer then fell onto the ground before Kangaroo Commando dragged him down the wooden bleachers.

"Isn't it enough for him to mock my TV show off the air with that stupid cartoon of his?! Now he has to ruin my live shows as well?!" Kangaroo Commando angrily ranted to Blitzwolfer.

"I'm not working for Tim Dean!" Blitzwolfer protested back before yelled out, "Rath!"

FLASH!

Emerging from the flash of green light, Rath's anger took over him before he roared and ripped the rope with his thick claws whilst the Omnitrix beeped out, "Appoplexian DNA Sample activated."

SLICE!

"RARGHH! RATH!" The dumb Appoplexian roared out before he angrily ranted, "LET ME TELL YA SOMETHING KANGEROO COMMANDO! RATH DOESN'T WORK WITH TIM DEAN!"

Rath then grabbed hold of the cable around him, dragged it back and smashed the grappling pistol onto the ground.

GRAB! SMASH!

Grinning against Rath, Tim Dean chuckled and muttered, "Alright... Now we're giving the public what they want!"

Rath then heard the crowd cheering loudly for him before he heard cheering from onlookers and spectators.

"Kick his ass alien!" "Go Kangeroo Commando!" "Jolly good show!" Various people were loudly calling out from the stands.

"Oh... Rath gets it now. This is Hollywood and people want entertainment... Well, Rath will give the public what they want!" Rath dumbly rambled on before he smirked and charged back into the fight.

As Kangaroo Commando and Rath exchanged blows, Ben and Nibbler were cheering loudly for Kangeroo Commando whilst Gwen was cheering for Stan.

Meanwhile back with Tim Dean...

As Tim signed an autograph of Doggy Buddy, he told the young girl, "Thanks for watching."

BOOM! Rumble... BEEP! WHIRRR! BLAM!

Looking upwards, Tim and everyone else nearby had spotted a series of green digital laser beams blasting upwards from the Universal Studios Hollywood Show Stage.

On the arena roof, Upgrade fired digital green beams from his eye directly at Kangeroo Commando who swiftly dodged them with the grappling gun that he was swinging onto.

BEEP... FLASH! BLAM! WHOOSH! BLAST! THUNK!

"HOORAY! YEAH! ALRIGHT! WAHOOO!" The crowd happily cheered for the two combatants.

Kangaroo Commando then landed on a water tower and did a bring it on gesture to Upgrade.

WHOOSH! THUNK!

Grinning, Upgrade then charged towards Kangaroo Commando only for the Commando to jump over Upgrade's attack.

Immediately, Upgrade was sent flying into the water below as he yelled out, "WHY ME?! ARGH!"

WHOOSH! SPLASH!

Landing in the water below, the crowd went insane with claps and cheering whilst Kangaroo Commando smiled and told the crowd, "All in a day's work for this superhero!"

Kangaroo Commando then bowed down whilst Upgrade slowly emerged from the other side of the pool...

Now soaking wet.

SPLAT! Slither... Splosh...

Morphing back to his normal form once out of the water, Upgrade sighed before he coughed and mumbled, "Urgh... Stupid lakes of water... I hate it... So cold..."

The Omnitrix symbol on Upgrade's chest then bright red before Stan was engulfed in a flash of bright red light.

BEEP! BEEP! BEEP! FLASH!

"Warning! Omni-Energy supply is low. Recharge Mode activated." The Omnitrix flatly beeped out whilst a soaked Stan looked around and noticed he was behind the wooden bleachers.

Ben and Gwen then noticed Stan before Nibbler sarcastically asked him, _**"Are you okay Stanley? You seem rather wet."**_

Rolling his eyes, Stan then told the three, "I'm fine... Just fine... Well except for the fact, I need a dryer immediately."

"So? By the looks of things, you just got to be Kangeroo Commando's partner!" Ben eagerly informed him.

Stan merely sighed and thought to himself, _"I wonder if anyone else has been in this same situation as I am?"_

"More like his punching bag." Gwen snarkily joked back to Ben and Stan as the kids watched the crowd cheer on loudly whilst Kangaroo Commando continued bowing.

Ten minutes later after Stan had been dried off near the exit to the Universal Studios Show Stage...

Kangaroo Commando had finished signing an autograph of himself along with a picture of his actor self Abel North to a grinning Ben.

"There you are, young man. Now is there anything else I can do for you?" Kangaroo Commando questioned Ben.

"Can we take a picture together?" Ben eagerly questioned Kangaroo Commando with Nibbler wanting that picture as well.

"Of course. Now then, remember that Kangaroo Commando isn't so much a role as a way of life. I do all my stunts, and build all my gadgets and special effects." Kangaroo Commando explained to a smiling Ben who bluntly told him, "Yeah, we're your biggest fan. So we know everything!"

Kangaroo Commando merely smirked back as Ben and he took a picture together whilst Stan and Gwen watched on.

"Urgh! I can't believe we're missing the Rocky Horror Picture Show!" Gwen muttered under her breath flipping through a park map of the complex.

"Let Ben have this moment Gwen. Then we'll do some rides." Stan replied to Gwen watching Ben move over to them with a large smile on his face.

Before Ben could reply, Tim Dean furiously walked around the corner with Digital Buddy, Handy Buddy and the Doggy Buddy actors following him behind.

"North! What were you thinking?! Stealing Digital Buddy to try and save your pathetic stunt show?!" Tim demanded Kangaroo Commando.

"Me?! You sent them to try and intimidate me!" Abel bluntly yelled back at Tim in response.

"Listen to me, old man! Super Alien Hero Buddy Adventures will bury you." Tim warned Abel placing his finger on his chest before he remarked, "And I'll be there kicking you in the last mound of dirt!"

Ben was about to say something before Stan and Gwen glared at him not wanting the truth about Stan to be revealed.

"Fine... Do you want to prove how superior your show is to mine? Bring it on." Abel coldly warned Tim who huffed and then walked off with the mascot aliens following him.

Abel rolled his eyes before he continued signing autographs to young kids and fans of the franchise he was a part of.

"Well, that went well." Gwen pointed out to the boys who shrugged back.

"Anyway, can we do some rides now? Terminator 2: 3D should be starting soon." Stan questioned Gwen.

"Okay fair enough. Let's do that then." Ben bluntly muttered to Stan.

A few hours later near the exit to Jurassic Park: The Ride...

"OH HELL YEAH! THAT WAS _**AWESOME!"** _Ben shouted out before Nibbler briefly took over Ben's voice near the end soaking wet from head to toe.

Walking near Ben, Gwen adjusted her wet red hair to remove the water from it before she muttered, "I agree with Ben, but I still don't understand why we had to shield Stan from the water."

"What?" A clean and dry Stan questioned the other kids before he pointed out, "I got the dry seat in the middle and you two didn't."

Rolling his green eyes, Ben then told Gwen and Stan, "Right then. Now that we've done rides and shows you want to see, We want to do Kangaroo Commando: The Ride. So we should hurry up. The line's probably like a mile long."

"Yeah, I can handle another rollercoaster. They're not that bad." Stan replied to Ben as the group headed to the roller coaster.

Nearly ten minutes later in the station for Kangaroo Commando: The Ride...

After waiting in a rather short line for the Intamin rollercoaster, Ben, Gwen and Stan watched as the roller coaster train pulled up into the station.

Moving into the ride cart, Ben and Stan got the front seat whilst Gwen got in the seat behind them both.

"So... Looks like no one want's to hop aboard and ride with your hero." Gwen nervously informed Stan and Ben.

"Well, they don't know what they're missing." Ben cockily replied to Gwen right before the train moved out of the station and climbed up a 100ft lift hill.

As the train moved up the lift hill, the kids looked around and saw the Universal Studios Hollywood resort complex along with the nearby tourist landmarks including the Warner Bros Hollywood Studio Tour.

Peering over the track, Stan noticed how high they were along with seeing a large balloon of Handy Buddy floating in the air for the resort.

The train then slowly peered over the top of the lift right before the chain detached on the rollercoaster train.

"Geronimo!" Stan loudly shouted out as Ben placed his hands upwards and yelled out, "ROLLERCOASTERS ROCK!"

The train rocketed down the first drop reaching speeds of 55mph before it entered the indoor section of the ride passing underneath a large animatronic version of Kangaroo Commando who's robotic arms waved up and down.

Narrowly missing the structure, the rollercoaster then entered a large vertical loop which caused the kids to be weightless briefly.

"ARGH!" Gwen screamed in fear enjoying the experience whilst Ben and Stan laughed loudly as the train went back inside and performed a swooping helix above a few glowing pools of fake lava with fake laser beams also being fired randomly.

WHOOSH! ZIP! RUMBLE!

As the train dived downwards, Ben laughed and told Gwen and Stan, "No way he could come up with a ride like this! WAHOOO! These special effects rock!"

"Yeah, that does make sense." Stan calmly muttered back to Ben right before Gwen shouted out, "Huh! The track's destroyed!"

Looking ahead, the kid's eye's widened in shock and fear right before Ben loudly yelled out, "OH CRAP!"

Immediately, Stan began fiddling with the Omnitrix which beeped several times still recharging.

Beep... BEEP! Beep...

"Um... Now would be a really good time to go, hero, Stan!" Gwen shouted out to Stan.

Rolling his blue eyes, a panicked Stan yelled, "I can't! The Omnitrix is still recharging!"

 _ **"Brace yourselves!"**_ Nibbler then warned the kids as they braced for impact right before...

WHOOSH! CLUNK!

As the front train car dangled over the broken track, the car grunted and groaned before the kids turned around and noticed Kangaroo Commando having used a rope to prevent the car from plummeting down.

"Kangaroo Commando! Man, are we glad to see you!" Ben then spoke out praising his favourite hero.

Nodding back, Kangaroo Commando then tied the rope around a large metallic pole before he activated his jumping boots which generated a pair of large skis before he jumped down onto the front train car.

WHOOSH! THUD! WHOOSH! THUD!

"Let's see what we can do about those safety bars." Kangaroo Commando eagerly informed the kids before he grabbed hold of a Blowtorch from his utility belt and used it to melt the safety bars.

HISS! Groan...

Kangaroo Commando then detached the bar from the train right before a woman screamed out, "OH GOD! SOMEONE HELP ME! I'M STUCK!"

Looking up, Kangaroo Commando noticed a young woman dangling from the track with no way out.

"Fear not! Kangaroo Commando is here to save the day!" Kangaroo Commando replied before he used his grappling pistol to fire a rope upwards at the track.

WHOOSH! THUNK!

Once Kangaroo Commando vanished, the Omnitrix on Stan's right arm glowed green and beeped loudly.

Looking at Ben, Stan smiled and told Ben, "Want to help Kangaroo Commando save people Ben?"

"Yeah! Let's do this..." A smirking Ben muttered back in excitement.

Nibbler then slowly overtook Ben's body before Stan called out, "Four Arms!"

Splat... BEEP! Slither... FLASH! Squelch...

At the same time outside Kangaroo Commando: The Ride...

A crowd of people cheered loudly for Kangaroo Commando as he landed on the ground with the woman he had saved.

"Oh thank you for saving me!" The woman praised Kangaroo Commando who smirked back proud of his rescue.

Creak... Groan... SNAP!

A piece of rollercoaster track above the crowd then snapped and fell above the crowd as Kangaroo Commando braced himself when...

However...

WHOOSH! KA-THUNK!

Looking up, the group of civilians then noticed Nibbler and Four Arms holding up the large piece of track with their strong muscles.

 _ **"Hey! Need an extra hand? We've got two."**_ Nibbler jokingly questioned Kangaroo Commando.

"Just help me would you?" Four Arms asked Nibbler who rolled his white blank eyes and helped the Tetramand lift the track up in the air.

As the crowd began cheering, Kangaroo Commando scowled slightly before he asked the two aliens, "Hmm. You two must be one of those new animatronic devices."

"Were aliens from another planet." Four Arms began before Nibbler finished, _**"That's what we've been trying to tell you."**_

SMASH! CRASH! Rumble...

More parts of the rollercoaster track began falling apart with another train of people being stranded on the track.

"HELP US!" "WE'RE GONNA DIE!" "MOMMY!" "OH S_" The various people from the ride train called out.

"Well stand back. These kids need my help!" Kangaroo Commando promptly told Nibbler and Four Arms before he activated his Jumping boots and jumped up onto the track.

WHOOSH! THUD!

"Let's go!" Four Arms ordered Nibbler who both placed the rollercoaster track piece on the ground and stomped after Kangaroo Commando.

As Kangaroo Commando jumped onto the back car, Nibbler and Four Arms lept on the front end of the train car with each person grabbing one of three trapped people in the train car.

With each person holding onto a child, Four Arms and Nibbler prepared to jump down right before a kid told Four Arms, "Thanks, Handy Buddy!"

"My name is Four Arms. Not Handy Buddy." Four Arms gently replied to the kid before both aliens jumped off the rollercoaster train and landed on the large Handy Buddy inflatable which popped and deflated.

POP! Rumble... THUNK!

Once both aliens landed on the ground, they placed the kids back on the floor before the crowd went wild for them both.

"HOORAY! YEAH! ALRIGHT! WAHOOO!" The crowd happily cheered for the three heroes.

Nibbler simply placed his hands in the air smugly and cheered back whilst Four Arms calmly thanked the people around him whilst Kangaroo Commando sadly looked on.

 _ **"You know. We could team up and be partners!"**_ Nibbler then suggested to Kangaroo Commando.

Placing his hands on his hips, Kangaroo Commando told Nibbler, "Tried that once with Marsiupal Man. Until I caught him taking all my gadgets in his pouch. I go solo."

Kangaroo Commando then walked off from Nibbler and Four Arms whilst Gwen then joined them both.

"Why is he so sad? It's not like this is another stunt show." Four Arms questioned Gwen and Nibbler.

Placing her hand on her chin, Gwen then suggested, "I'm not sure... Hmm... Doesn't this accident and rescue seem a little, I don't know, convenient?"

 _ **"Convenient? That does sound interesting."**_ Nibbler then muttered under his breath whilst Four Arms remained silent thinking, _"Something seems fishy about this... I wonder if..."_

"This was no accident!" Kangaroo Commando then shouted out interrupting Four Arms who shook his head and glanced at Kangaroo Commando who was kneeling near a piece of rubble.

Holding up a white glove, Kangaroo Commando told everyone, "Someone rigged this ride with explosives!"

The crowd then began murmuring amongst each other whilst Kangaroo Commando grabbed hold of an evidence bag and placed the white glove inside it.

Turning around and showcasing the glove to everyone in the crowd and remarking, "Someone who worse this ink-stained glove, the kind used by animators..."

Immediately after that line was said, Kangaroo Commando and Nibbler then blurted out, "Tim Dean!" _**"TIM DEAN!"**_

Rolling his four eyes, Four Arms then muttered, "Stan!" And transformed back to normal in a flash of bright green light.

FLASH!

"Host DNA sample activated." The Omnitrix beeped out from Stan's right arm whilst he felt dizzy briefly and muttered, "Urgh... Why me?"

Ignoring Stan's post-transformation headache, Gwen crossed her arms and asked Kangaroo Commando, "Oh come, he just happens to find a glove?"

 _ **"Yeah. Because he's a crime-fighting genius. And we will be his partner."**_ Nibbler snarkily muttered to Gwen before he stepped forward and jumped when...

Splat... Slither... Squelch...

Nibbler then morphed back inside Ben before he landed on the ground back first.

WHOOSH! THUNK!

"Ow!" Ben angrily complained before he complained to Nibbler, "Why'd you do that?!"

 _ **"Just to troll you."**_ Nibbler bluntly remarked back before he chuckled darkly.

Ben frowned before Gwen then cockily told Ben, "How proud he must be."

Twenty minutes later in The Universal Studios Upper Lot...

A frustrated Tim Dean was arguing with Abel North with several security guards surrounding the two.

"Why would I blow up your stupid ride? It doesn't make any sense!" Tim furiously shouted at Abel.

"So Universal Studios could tear it down and build your stupid kiddy ride!" Abel angrily yelled back before he pulled back a curtain.

Behind the curtain was a series of cartoon-style cutouts of the characters interacting with riders before the wham shot was shown.

Two wooden crates of explosives were present.

Shocked, the security guards restrained Tim who pointed out, "Those aren't mine! I mean... the sketches are, but not the explosives!"

"Gentlemen, I believe we've caught the culprit red-handed," Abel informed the security guards who nodded back.

"Come on buddy. Were going to have a word with L.A. police about your destructive actions here." One of the security guards coldly informed Tim.

Ben, Gwen and Stan then arrived on the scene and watched him being hauled away.

Ben was smiling slightly whilst Stan muttered under his breath, "Sure I wanted revenge... But this may be going too far."

Curious, Gwen then noticed the glove in the plastic bag and realized something important.

Tim Dean had been framed.

Immediately Gwen grabbed hold of the plastic bag from Abel's grasp and shouted out, "Wait! That glove can't possibly belong to Tim Dean!"

Everyone froze in shock before Ben asked Gwen, "And how exactly is he not to blame?"

"It's a right-handed glove. Dean did all those sketches left-handed." Gwen told everyone present.

"Hey?! Who's side are you on?" Stan then bluntly questioned Gwen in anger.

Ignoring the kids, Abel stormed forward and shouted out, "That doesn't prove anything! You committed the crime!"

Breaking free of the security guards, Tim yelled back, "Oh please! Even with the weak villains on your old show could have pulled off a far better frame job!"

"Oh really?!" Stan pointed out waltzing forward before he suggested, "You want to talk about weak villains? Bowling Ball Bandit? Kitty Litterier? Those are some of the worst villains in pop culture history."

Furious with what Stan and Abel told him, Tim finally snapped.

"THAT'S IT! I'M NOT TAKING ANYMORE CRAP FROM BOTH OF YOU!" Tim roared out in anger before he charged towards Abel and punched him right in the face.

PUNCH! SMACK!

Abel's face gained a small bruise causing him to freeze and angrily glare back at Tim right before his eyes widened in anger.

"YOU'RE GOING TO PAY FOR EVERYTHING YOU DAMN FRUAD!" Abel shouted back before he charged forward and began punching Tim.

Soon the two were brawling it out on the floor as the security guards soon intervened to break up the violent brawl.

"WE NEED BACKUP! WE'VE GOT A CHICKEN FIGHT GOING DOWN HERE!" One of the security guards yelled his radio as Tim and Abel continued fighting each other.

SMACK! PUNCH! CRACK! WHAM!

Ignoring the ongoing brawl, Nibbler then told Gwen, _**"Nice going, Gwen. We could have put that slimeball animator away for good if you hadn't opened your big mouth."**_

"Didn't North say he handles all his special effects? Including explosives?" Gwen bluntly reminded Stan and Ben.

"Woah... Gwen's right!" Stan realized in shock before he pointed out, "But why would Abel North blow up his ride?"

"I don't know why... But he's an actor that would do anything to save his show. We need to keep an eye on him." Gwen remarked to the boys.

"Oh, man... We've got a bad feeling about this." Ben then nervously informed Stan and Gwen.

Ten minutes later in the sky above Universal Studios Hollywood...

As Abel North walked away from the Upper lot and down to the Lower lot, Stinkfly hovered in the air with Gwen and Ben riding on his back.

WHOOSH! ZIP!

"Hmm... He doesn't seem to be doing anything odd." Stinkfly informed Ben and Gwen.

"This is a major waste of time. We should be trailing the animator guy." Ben remarked to the others before Nibbler suggested, _**"Because if that's not a crime. We don't know what is."**_

"Were making the right choice here," Gwen informed Ben and Stinkfly who both noticed a large series of TV monitors showcase the Super Hero Alien Buddies cartoon.

"Hey, folks, don't forget we'll be premiering a brand new episode of Super Alien Hero Buddy Adventures right here on the big screens of Universal Studios Hollywood!" An announcer then informed the tourists inside the resort.

"Really? I've got a premiere for you." Stinkfly angrily muttered before he opened up his mouth and spat green goop at the screens before he flew off.

WHOOSH! SPLAT! ZIP!

"Real mature, Stinkbreath." Gwen mocked Stinkfly who told her, "They had it coming for mocking me earlier."

"Look! North's heading for some kind of room? Take us down there." Ben ordered Stinkfly.

"On it... We'll..." Stinkfly muttered before the Omnitrix symbol on his head began beeping red.

BEEP! BEEP! BEEP! FLASH!

Emerging from the flash of bright red light now back to normal, the Omnitrix on Stan's right arm then beeped out, "Warning! Omni-Energy supply is low. Recharge Mode activated."

"Me and my big mouth," Stan whispered under his breath before the group plunged downwards to the ground.

"ARGHH!" Everyone screamed plummeting down to the ground right before...

WHEEE! KA-SPLOSH!

As the group crashed into the pool of water surrounding the Show Stage Arena, Ben and Gwen quickly resurfaced.

Coughing out water, Gwen then asked Ben, "Where's Stan?!"

SPLASH!

"NOOOOO! I WON'T GO IN THERE AGAIN!" A panicking Stan screamed out as he quickly scrambled out of the water on the other side of the Show Stage.

Ben and Gwen sighed in relief before they swam over to the other side off the Show Stage and joined Stan on land who was frantically drying himself off.

"GAH! WET! SOAKED! BAD!" Stan frantically muttered scared of having been in the water again.

Rolling her green eyes, Gwen then took out her spellbook from her pocket before she muttered, "Aervoapa!"

BZZZT! ZAP! WHOOSH!

Immediately, Stan, Ben and Gwen was free of being soaked and were completely dry after a bright flash of purple energy surrounded them briefly.

"What the?! How did you do that Gwen?!" A surprised Ben questioned a smug Gwen who placed her spellbook in her back pocket.

"Not all spells are combat based, some are just useful to dry people off." Gwen snarkily joked talking to Ben and Nibbler.

Stan simply smiled back and told Gwen, "Thanks for helping out there as always with your unique magical talent."

Gwen smiled also smiled back with a small red tint appearing on her cheeks thinking, _"Stan can be so heartwarming and cute... I..."_

"HEY, YOU KIDS! GET OUT OF THE WATER! THIS IS PRIVATE PROPERTY!" A nearby security guard then shouted out from the wooden bleachers interrupting Gwen's daydream.

"Quick! This way!" Stan ordered Ben and Gwen who quickly ran after him away from the security guard.

The three kids then ran out from the stage into a wooden door and out on the other side.

Once the kids ran through the door, Ben closed it before they ran over to a nearby hedge and hid behind it.

"Sssh... We need to wait until he's passed us." Gwen whispered to Ben and Stan who remained silent.

WHAM!

The door was then slammed open by the security guard who mumbled under his breath, "Those troublemakers couldn't have gone far..."

The security guard then ran off leaving the kids behind on their own who all sighed in relief.

"Okay... Let's move." Stan informed the others before they sneaked off and hid near a wall.

Looking around to see if the coast was clear, Ben heard people talking from an open window.

"This has gone too far!" Someone muttered out from the building.

Curious, Ben, Gwen and Stan moved closer to the window and noticed Abel talking to someone.

"This has to stop now before someone get's hurt!" Abel muttered under his breath walking around the room.

"Who's he talking to?" Ben questioned the others before Gwen remarked, "Himself?"

"No... He's got to be talking to someone were not seeing." Stan pointed out to the others.

"You don't tell me what to do!" A hostile voice then warned Abel scaring the kids slightly.

As the kids stepped back, the security guard chasing them then found them and dragged the three of them by their shirt collars.

"Bout time I found you, troublemakers. Now come with me!" The security guard bluntly told the shocked kids.

A few moments later...

The kids were shoved out of the backstage area and into the main plaza where the security guard told them, "If I ever catch you three sneaking around again, you're out of the resort!"

The security guard then walked off leaving the stunned kids behind before Nibbler pointed out, _**"There is something majorly weird about North. He was arguing with himself."**_

"Well, maybe he was just practising lines for his show or something," Ben said defending the actions of his favourite fictional superhero.

"I'm sorry Ben. But it would seem that your icon is not the hero. But the villain." Stan sadly remarked back to his best friend.

Twenty minutes later in the Lower Lot of Universal Studios Hollywood...

The group was casually walking through the Lower Lot ready to go home.

"Ladies and Gentlemen, Universal Studios Hollywood is proud to present a world premiere episode off..." The announcer stated before the various monitors around the resort then gained static before the footage changed.

Instead of a cartoon, the footage now showcased a dangling Abel who was tied upside down above a boiling cauldron of acidic chemicals.

As the crowd began murmuring with security guards contacting each other, the kids looked at each other with a determined look.

"How original... Hanging over a flaming vat of deadly chemicals?" Gwen snarkily pointed out having seen everything by now.

"Okay, guys. You know the drill by now." Stan remarked to Ben and Gwen who nodded back and activated their powers.

Splat... BZZZT! Squelch... ZAP! Slither...

As Gwen's hands glowed pink with Mana energy and Ben's hands became covered with green Symbiote colouring, Stan activated the Omnitrix and tapped down the core becoming engulfed in a flash of bright green light.

BEEP... FLASH!

As the Omnitrix core shrunk down into his right arm, light black fur slowly grew out from his arm and slowly moved up the rest of his body.

With the black fur growing on his Human body, Stan didn't grow in size unlike most of his alien transformations.

Stan's Human features slowly vanished as his hands morphed into black furry hands with faint brown furry stripes going across the fur with the hands having four fingers and one thumb as brown gloves formed over the hands with his black arms being exposed bare.

Next, his feet morphed with Stan's trainers vanishing to have been replaced by flat bobcat-like feet which had two small claws growing on each side.

The feet were then covered by a pair of black combat boots which had a brown striped line running across on the back of each glove similar to some of the other aliens wearing clothing Stan could turn into.

Following this, on his back, a black feline-like tail with a light black ball of fur then grew from his back and curved upwards slightly.

With his fur growth now complete, Stan's face morphed into a bobcat-like face which had a bobcat-like nose which was light brown with his mouth remaining the same but growing to the sides slightly.

Also, two large pointy ears that had faint brown furry stripes in the fur then sprouted from his head as two deep blue eyes with large black pupils and two brown bushy eyebrows stared at the camera with his head being bare revealing black fur that was pointed upwards in a wild and unruly fashion almost like a haircut design.

Following this, an armoured jumpsuit then morphed on the alien similar to what Four Arms and Diamondhead wore as it covered the Lombax's body with a hole in the bottom near his trousers for his tail.

The Omnitrix symbol then morphed on Gadget Cat's chest beneath his face as the main transformation finished.

Observing his new body, the bobcat-like alien noticed that something was missing before a weapon fell on the ground before him.

Grabbing hold of the Omni-Wrench, Gadget Cat swung the weapon and tossed it over his back before he stared proudly at the camera.

FLASH!

As the green light faded, Gadget Cat smirked before he noticed something odd with Ben and Gwen.

"HELP! SOMEONE HELP ME!" A panicking Tim yelled out running for his life from...

Kangaroo Commando himself.

Using his jumping boots, Kangaroo Commando then kidnapped Tim and bounced off from the scene.

WHOOSH! THUD!

"Kangaroo Commando?" Gwen muttered before she asked Gadget Cat and Ben, "Wait. How can North be in two places at once?"

"This is confusing." Gadget Cat snarkily joked before he told Ben and Gwen, "Follow me! We're getting to the bottom of this as a team."

Nodding, Ben and Gwen followed Gadget Cat who then summoned the Shock Blaster using his Quick Select Ability.

WHOOSH! ZAP!

Holding the futuristic shotgun, Gadget Cat soon led the group of three towards a large warehouse used for storming film props and equipment known as 'Backlot Warehouse 6.'

As the group approached the warehouse door, Ben smirked and told Gadget Cat and Gwen, "Allow us to open the door."

Ben then held out his arms as Nibbler took control of the hands and morphed them into large green fists before he pulled open the wooden door.

SPLAT! THUD! Groan...

Once the group stepped inside the warehouse, they noticed that the warehouse had a series of huge boiling cauldrons of acid and industrial equipment with massive and destructive flames tearing the building apart.

WHOOSH! BLAST! BOOM! Rumble...

"The whole building's on fire! We've got to extinguish the flames!" Gwen then bluntly informed the others before she aimed out both her hands and yelled, "Meena Foh!"

Icey beams of frozen mana energy then erupted from Gwen's hands as she began putting out the fires with Ben firing tendril blasts from his hands to help put out the fire.

BZZZT! SPLAT! WHOOSH! SLITHER! FREEZE!

As Ben and Gwen put out the fires, Gadget Cat then used his Quick Select ability and summoned another new weapon to help him out.

WHOOSH! ZAP!

The weapon was a long blue rifle that had a large barrel with a left-hand grip and a series of tubes on the weapon with a large nozzle for the weapon.

What was the weapon?

It was a freezing gun known as the Liquid Nitrogen Gen.

WHOOSH! FREEZE!

Unleashing the frozen Nitrogen from the gun, Gadget Can and the team slowly continued to put out the fires.

Unbeknownst to the group, in a control room above the floor of the warehouse, Abel was watching them before he walked over to a control panel and pressed a button.

Tap!

Confused, the group looked upwards and spotted a large animatronic head of Godzilla glaring at them.

"That is so fake." Ben then cockily pointed out before the Godzilla animatronic roared and breathed fire at them.

WHOOSH! BLAST! BLAM!

"Scatter!" Gadget Cat ordered Ben and Gwen who both jumped off and ran for their lives.

The Godzilla animatronic then focused on Gadget Cat and continued breathing fire at the Lombax who swiftly attempted to avoid being burnt.

As the skirmish continued, a nearby security camera recorded the battle to the live audience outside the warehouse.

Thinking that the skirmish was part of Super Alien Hero Buddies, many people began cheering and clapping in excitement at what they were seeing.

"Yeah! Go Cat alien!" A young teenager yelled out amongst the crowd.

"Wow! Those kids are incredible!" Another person muttered under his breath before someone replied, "Eh, I've seen better."

At the same time back inside the Warehouse...

WHOOSH! THUNK!

As Nibbler landed on a nearby support column, he decided to take out the Godzilla animatronic.

Smirking, Nibbler then landed on the Godzilla's animatronic's head and sliced it with his thick claws.

WHOOSH! THUNK! SLICE!

The Godzilla animatronic's head then shut down before it failed and went back down underneath the ground whilst Nibbler leapt onto an industrial crane.

WHOOSH! THUNK!

Dangling from the support column, Nibbler then noticed Abel North tied up to a chain dangling upside down over a boiling cauldron of acid.

 _ **"Mr North! Hang on! We'll save you!"**_ Nibbler loudly boomed out before the crane he was on began moving.

Groan... Rumble...

Tim Dean was then dragged into the industrial warehouse also tied up to a chan upside down over another boiling cauldron of acid.

"Please don't hurt me! I just do drawings for god's sake! I'm not even good!" A pleading Tim shouted out in fear.

Wildvine then emerged from a nearby support column before he noticed both Tim and Abel in the building.

"Hold on... Didn't you kidnap Mr North?" Wildvine then questioned Tim.

"No you overgrown weed! He kidnapped me!" Tim angrily yelled back.

Tim then noticed Abel hanging upside down before Nibbler snarkily muttered, _**"You sure about that?"**_

"Didn't he?" A confused Tim replied to Nibbler.

 _"This is a very confusing situation."_ Wildvine quietly thought to himself.

Right before Wildvine could say anything, a voice from an intercom then blared out, "Pity you won't be able to figure it out and save them both!"

The man in the control room then flicked down a pair of levers which caused the chains Abel and Tim were on to move downwards.

Flick! Rumble...

Looking around, Wildvine and Nibbler then spotted Gwen on a maintenance catwalk before she yelled out, "Ben, Grab North! Stan, Grab Dean! I'll help out Ben!"

Wildvine nodded back and swung over to the chain Tim was on and began dragging him up whilst Nibbler swung over to the chain Abel was on and began dragging him up.

WHOOSH! STRETCH! WHOOSH! SPLAT! THUNK!

As Wildvine dragged up Tim, Nibbler then grabbed the chain that held Abel before both aliens managed to free them both.

 _ **"Hold on!"**_ Nibbler warned Abel right before he leapt onto the maintenance catwalk Gwen was on whilst Wildivine swung onto the opposite maintenance catwalk.

Determined to kill Tim and Abel, the man in the control booth then flicked more switches right as some flammable oil barrels exploded in the warehouse.

Flick! Tap! Flick! KA-BOOM! BLAST! Rumble...

The maintenance catwalk that Wildvine and Tim were on then collapsed causing Wildvine to call out, "Diamondhead!"

A bright flash of vibrant green light then covered Wildvine as he transformed into Diamondhead mid-air.

BEEP! FLASH!

"Petrosapien DNA sample activated." Diamondhead's Omnitrix symbol then beeped out.

Plunging in mid-air, Diamondhead then grabbed hold of Tim with his left hand before he yelled out, "Brace yourself!"

Aiming out his right hand, Diamondhead then fired some diamond shards on the ground which formed into a large curved diamond slope upon impact with the ground.

RATATAT! WHAM! Rumble... CRACK! WHOOSH! THUNK!

Using the diamond slope, Diamondhead and Tim then safely landed on the maintenance catwalk the others were on.

"Everyone good?!" Diamondhead asked everyone who nodded their heads back.

Taking charge, Diamondhead then ordered the group, "Now let's get out of here before..."

CRACK! Rumble... CRASH!

A massive piece of rubble and debris from the roof then fell off the roof right towards the group.

However...

WHOOSH! KA-THUNK!

Using their combined strength, both Nibbler and Diamondhead managed to catch the debris object before Nibbler roared out, _**"RARRGHH!"**_ And chucked the object off the catwalk.

As Nibbler and Diamondhead recaught their breath, Gwen then asked Nibbler, "So do you always need to roar when doing something like that?"

 _ **"Why not? Make us look like badasses."**_ Nibbler confidently boasted back to Gwen before he muttered, _**"Now let's find the person who's responsible for this mess."**_

The group quickly moved down the maintenance catwalk to the control room before the intercom blared out, "Attention park-goers! I regret to inform you of the demise of the has been Abel North and that talentless animator Tim Dean!"

The group then walked into a corridor leading to the control room where a series of props and items from Universal's cinematic history were on display.

"Has-Been? Talentless?" Both Tim and Abel murmured at the same time.

"Whoever has done this has gone way beyond a personal grudge," Gwen remarked back to Tim and Abel.

"Damn right! He must have taken over the park's master control centre, I told him this has gone too far!" Abel explained before he ran off down the corridor.

"Wait told who?!" Diamondhead questioned Abel before Nibbler muttered, _**"We think we know who he could be..."**_

THUNK!

Abel then kicked down the door to the control room where a person sat down on a chair was busy inputting commands into a keyboard.

Nibbler then aimed his right hand at the chair and fired out a large tendril from it that stuck to the chair and turned it around.

WHOOSH! KA-SPLAT!

As the chair turned around, the group noticed a man identical to Abel except he had a thin handlebar moustache and was younger and fitter then Abel.

"Uh... Why does he look like a James Bond villain?" Tim then questioned the others before Nibbler's white eyes widened.

 _ **"Of course! We should have figured it out!"**_ Nibbler then exclaimed to the group with Ben's voice then saying, "It was so obvious for us!"

"Who is he?" Diamondhead bluntly asked Nibbler who rambled on using Ben's knowledge, _**"Kangaroo Commando: The Series, Season One, Episode Ten,** **Kangaroo Commando had his brother on, His twin brother Kane."**_

The group glanced at Kane in shock and anger before Gwen whispered, "Seems like this was one sibling rivalry that went too far."

Kane then stood up from his chair and angrily declared, "I'm the real Kangaroo Commando! I built all the gadgets and special effects while you took all the credit!"

"So what gave you the idea to kidnap Dean?" Diamondhead then questioned Kane knowing how dangerous Human beings could be.

"Because he ripped off my idea! I wanted to develop a character-driven series about those aliens that had been popping up all over the country! But Dean scrapped the concept and made it kid-friendly and stupid by making his crappy cartoon!"

Rolling his yellow eyes, Diamondhead then muttered under his breath, "Seriously? Can't Hollywood come up with anything original these days?"

"But now the world will know at last who the real creator of Super Alien Hero Buddy Adventures is!" Kane loudly shouted with his eyes twitching slightly.

Kane then hurled a smoke bomb onto the ground causing everyone to not being able to see clearly.

WHOOSH! BOOM!

Stumbling around, Diamondhead then noticed that Kane had run off from the chair causing him to frown and think, _"Kane's already gone off the deep end."_

As Nibbler and Gwen were blinded by the smoke, Kane sprinted past them both and used his grappling pistol to fire ropes that tied up both Tim and Abel.

WHOOSH! THUNK!

Kane then grabbed hold of them both and ran out of the control booth dragging them across the floor.

Gwen and Nibbler then noticed Kane running off to a pair of emergency exit doors which he then kicked down.

Diamondhead then appeared from the smoke before Gwen told him, "We've got to follow them!"

 _ **"Follow us then!"**_ Nibbler informed Gwen before he ran off after Kane causing Gwen and Diamondhead to sprint after him.

Outside the Warehouse building, Kane sprinted across the rooftops of the theme park before he came across a large globe that was used as a separate entrance for Universal Studios Hollywood.

Trapped, Kane then turned around before he was confronted by Gwen and Nibbler on the sides along with Shocksquatch in the middle of the trio.

"Give up Kane! You're surrounded eh!" Shocksquatch warned Kane ready to fight him.

"Nothing will stop me from getting my revenge! Nothing!" Kane madly yelled back before Nibbler snarled and morphed his arms forward causing him to shove Kane onto the floor.

WHOOSH! SPLAT! THUD!

Gwen and Nibbler then leaned down near Abel and Tim whilst Shocksquatch confronted Kane who hurled a smoke bomb in the Gimlinopithecus's face.

WHOOSH! BOOM! KA-THUD!

Shocksquatch was then sent flying back slightly as Kane leant down and grabbed hold of Abel before he activated his jumping boots and landed on the Universal globe.

WHOOSH! THUD!

Frowning, Shocksquatch then told Nibbler and Gwen, "Eh... I'll take him out. You keep an eye on Tim, eh!"

Nodding back, Nibbler then morphed back into Ben and kneeled near Gwen who was removing the ropes off Tim Dean.

Splat... Slither... Squelch... SNAP!

Shocksquatch then leapt onto the Universal Studios globe before he slowly clambered up the massive structure.

Kane then grabbed hold of Abel and prepared to throw him off the roof.

"See you around brother!" Kane cruelly taunted Abel right before Shocksquatch punched him onto the ground.

ZAP! THUD!

Kane landed on the ground before he glanced and watched as Shocksquatch removed the rope bindings off him.

SNAP!

"Eh... Are you okay?" Shocksquatch questioned Abel who told him, "Yes. Now go stop Kane!"

"With pleasure." Shocksquatch jokingly remarked back before he stomped forward past Abel and called out, "Ghostfreak!"

FLASH!

Appearing from the flash of bright green light, Ghostfreak then floated near Kane and creepily warned him... "Just give up Kane... Or else... Old Ghostfreak will scare you..."

Kane merely punched through Ghostfreak's body which did no damage to the Ectonurite.

PUNCH! Whoosh...

Rolling his singular eye, Ghostfreak then pulled open his chest before his tentacles grabbed hold of Kane and slammed him onto the globe.

RIP! SLURP! WHOOSH! GRAB! THUD!

Kane then activated his jumping boots and slammed into Ghostfreak's chest catching the Ectonurite off guard.

WHOOSH! THUD! SLAM!

Groaning, Kane then jumped onto Ghostfreak's body right before he called out, "Cannonbolt!"

FLASH!

Stunned by the flash of bright green light, Kane then noticed Cannonbolt's yellow shell right before Cannonbolt punched Kane onto the ground again.

THUNK! PUNCH!

Kane then landed on the ground as Cannonbolt jumped upwards and pinned Kane down onto the floor whilst his grappling gun landed on the ground.

WHOOSH! Whirrr... KA-THUD!

The Omnitrix symbol on Cannonbolt's forehead then began flashing red right before...

BEEP! BEEP! BEEP! FLASH!

Cannonbolt was then engulfed in a flash of bright red light on Kane's chest.

Stan barely had time to react right before Kane shoved Stan onto the globe's floor.

WHOOSH! THUMP!

"Warning! Omni-Energy supply is low. Recharge Mode activated." The bright red Omnitrix beeped out from Stan's right arm.

With his vision blurry, Stan shook his head before he noticed Kane standing over him.

"Looks like I'm not the only one who isn't quite what he appears to be." Kane darkly muttered before he moved forward to Stan.

Panicking, Stan then dived towards the grappling gun only for Kane to kick the weapon into his hands with a backflip.

Kane then chuckled and told Stan, "You've messed with me for the first and last time you little shit!"

Kane then grabbed hold of Stan's shirt collar and dangled him over the edge of the Universal globe.

Feeling terrified and emotional, Stan's body began shaking as the Omni-Energy within the Omnitrix began appearing.

WHOOSH! BEEP! ZAP! SPARK!

Stan's black hair then rose up into the flame-like pattern before he closed his blue eyes right before the Omnitrix blared out, "Warning! Extreme Omni-Energy surge detected!"

Stunned by what was happening, Kane then froze in fear right before Abel saw his chance to attack.

Yelling out loud, Abel then smashed his fists onto Kane's back causing him and Stan to land on the ground.

SMACK! PUNCH! THUD!

Immediately, Stan's black hair fell back to normal whilst the Omnitrix stopped beeping rapidly and flashed back to red as Stan's transformation into his Omni-Evolution form was interrupted.

WHOOSH! BZZTT! ZAP! SPARK! THUNK!

Abel then grabbed hold of Kane and punched his twin's face with a violent knock out punch.

PUNCH! CRACK! THUD!

Kane was then knocked out and crashed onto the floor motionless as blood leaked out of his nose.

With Kane beaten, Abel leaned down and then questioned Stan, "Hey, you alright kid?"

Slowly reopening his bright blue eyes, Stan felt his body ache slightly before he asked Abel, "Urgh... What just happened?"

"I took out Kane with a good old fisticuff." Kane remarked back to Stan who smiled and said, "Thanks for saving my life."

Abel then helped Stan get up from the ground with his hand before he suggested to Stan, "Looks we can both get the job done with or without our costumes."

The crowd from below then began clapping and cheering loudly for the two as Tim, Gwen and Ben joined them.

Nearly twenty minutes later...

It was closing time for Universal Studios Hollywood.

As the crowds walked out of the entrance gates, several Los Angles County police officers and Universal Studios Hollywood security guards were dragging a handcuffed and unconscious Kane to a prison van before he was chucked in and locked up.

"Yet another freak who's going off to Seagate Penitentiary." One of the police officers muttered before his colleague declared, "His loss for being a criminal, to begin with."

The van door was then closed as the kids watched Tim and Abel talk to each with respect.

"Dean. Those Super Alien Hero Buddies of yours aren't half bad." Abel eagerly told Tim.

"Oh, you really think so? Because Kangaroo Commando has always been a major influence in my work." Tim happily told him back.

"Well, I'm glad you two are getting along... But aren't you forgetting about something?" Stan gently informed Tim and Abel.

"Of course. I'm sorry for ripping off the alien heroes." Tim remarked to Stan who smiled and told him, "You know what? Maybe that cartoon of your's ain't so bad after all."

"See ya around kids." Abel then remarked back before him and Tim walked off with Gwen pointing out, "All's well that ends weird."

"You can say that again." A smirking Ben declared before Nibbler whispered to him, _ **"Correctamundo."**_

Max then walked over carrying a paper shopping bag before he informed the kids, "Sorry I'm late. But were all fixed and ready to hit the road again. You kids have a relaxing day at the park?"

"Well Uncle Max, it was a usual sort of relaxing day for this group." Stan truthfully told Max exchanging glances with Ben and Gwen.

"Are those the spare parts from the Rust Bucket, Grandpa?" Gwen then questioned Max about the paper bag he was carrying.

"Oh, no." Max remarked fumbling around in the bag before he stated, "There was a Toy's R Us store next to the garage. The salesman there said these were the hottest characters on TV. Thought Stan might like em. They reminded me of his aliens."

Max then pulled out a Digital Buddy toy as Stan's eyes widened in shock and joy.

"Urgh! That is such a..." Ben snarkily began right before...

"Masterpiece and figurine of my favourite Omnitrix alien of all time?! This is certainly something I'm gonna keep for the rest of my life!" Stan happily told Max as his Joy took over him.

Gwen then began laughing at Stan's antics whilst Ben rolled his green eyes and muttered, "Ah man."

Several hours later back inside the Rust Bucket...

The Rust Bucket was parked in a rural desert as the wind howled outside with the night sky dominating the evening.

Inside the RV, everyone was asleep and everything seemed normal.

Except that Stan was tossing and turning in his sleep mumbling under his breath.

"Zzz... Must use Upgrade more often... Such a wonderful alien... Zzzz..." Stan snored under his breath.

Little did Stan know that using Upgrade to much would have tragic consequences for him and the entire group as a whole...

 **Author's Note: So I hope you enjoyed reading the chapter.**

 **So couple of things to talk here.**

 **I've gotten a few useful suggestions from readers about as to what chapters I could do next.**

 **So expect some original chapters in the mix every now and then and suggestions going forward.**

 **Also, I've gotten an increase in favourites and follows, so thanks to everyone who's followed this fanfic.**

 **The last thing I want to address is the Upgrade situation.  
**

 **So Upgrade is Stan's favourite alien and he's been using that form a lot recently.**

 **Now considering what happened with Ben and Feedback...**

 **Things are going to get ugly for Stan and Upgrade.**

 **Anyway, that's it.**

 **So thanks for reading this chapter and as always, see you when the next chapter goes live.**


	36. Chapter 36: Under Wraps

**Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins and Nibbler are custom characters made by me. All rights reserved for all owners and companies.**

 **Author's Note: Welcome to the next chapter of Stan 10.**

 **Now we all know what's going to happen, so let's get on with it.**

 **Also, thanks for all the new reviews and suggestions and I've replied to them at the end of the chapter.**

 **Because you'd want to read it first and then see what I have to say. ;)**

Italics: _Thinking._

Bold Italics: _**Thick deep voice.**_

Previously on Stan 10: The group had arrived at the Universal Studios Hollywood complex and resort for the day.

Whilst Max was repairing the Rust Bucket, the kids walked into the resort where a new animated show was being broadcasted known as 'Super Alien Hero Buddy Adventures' which featured kid-friendly animated versions of the aliens Stan could turn into.

Feeling outraged and angry at being mocked, Stan leaded Ben and Gwen into figuring out why the show was even made.

Eventually, a conspiracy theory was discovered involving the creator of 'Super Alien Hero Buddy Adventures' And the 'Kangaroo Commando' franchises who were going to be killed.

Thankfully the group were able to prevent this from happening and swiftly moved on from Universal Studios Hollywood with Stan accepting the cartoon show that had been made.

Now moving on, the group will soon encounter another undead alien where a dramatic connection to a larger plot will soon be discovered...

Chapter 36: 'Under Wraps.'

It was a cloudy and dull evening in the state of South Carolina outside the rural farming community of Dairyville.

All seemed calm right until...

ZAP! SPARK! Rumble...

A bolt of purple lighting then struck the area creeping out nearby wildlife causing them to flee the area as a result whilst a pair of kids sneaked under a barbed-wire fence.

Both of the young teens wore old farm clothing and had a mischevious look in their eyes.

"Maybe we shouldn't be here." Someone then suggested to the two.

The kids turned around and saw a male kid who had thin black hair, deep blue eyes, had mud on his face and he was wearing farm overalls along with carrying a small Piglet in his arms.

"I knew we shouldn't have brought him. He's nothing but a big baby." One of the young teens pointed out as the kid carrying the Piglet clambered under the barbed-wire fence.

The other young teen then stated, "Come on Todd, don't wimp out now. It's just a little fun. We push over the Cow and it can't get back up."

Todd frowned before the first young teen said, "We'll even let you tip the first one. Unless... The little baby wants to go home so mommy can change his diaper!"

The young teen then mockingly sucked his thumb causing Todd and his pet Piglet to angrily walk towards one of the Cows.

Placing his hands on the Cow, Todd then tried his best to push the Cow over, but the large farm animal simply wouldn't budge.

Todd then slipped over and landed in a pile of thick mud that the Cow was standing in along with his pet Piglet who was also covered in mud.

SPLAT!

"HAHAHAHAHA!" Both young teens then blurted out as Todd glanced upwards at them with the Cow also glaring.

"Priceless!" The young teens laughed out before they froze in shock and then yelled out, "ARGHH! RUN FOR YOUR LIFE!"

"Squeak!" The young Piglet also grunted running for his life after the young teens.

"Hey? Where's everybody going?" Todd questioned the others before he turned around and saw the Cow glaring at him puffing its nose.

Standing his ground, Todd told the Cow, "Back off, Cow chip!"

The Cow then froze before it turned around and ran off with a startled, "MOO!"

Smirking, Todd then muttered to himself, "Yeah that's right! No one messes with Todd Maplewood!"

Thump... Thump... Thump...

Heavy moaning and breathing were then heard right behind Todd's back.

Scared, Todd then turned around and noticed a humanoid undead Mummy that was around the size of Diamondhead.

The Mummy's body was covered in a series of old bandages that covered him from head to toe with the gaps in his bandages glowing purple.

It wore an Egyptian headdress that was red and gold along with red bracers and greaves covering his head and arms with his eyes glowing a bright purple colour.

Holding out its arms, the Mummy then groaned out, "Urghh..." As purple lighting continued to zap the area around it.

ZAP! SPARK! CRASH! Rumble...

"ARGH! MUMMY!" Todd screamed in fear before he ran off leaving the Ancient Mummy alone in the field...

Several hours later the next day inside the Rust Bucket...

It was a bright and sunny day in a forest where the Rust Bucket was parked up next to a fishing lake on a dirt road.

Inside the RV, the kids were relaxing in different ways.

Gwen was reading her spell book with her left hand whilst her right hand was glowing with pink Mana energy as she manipulated a basketball practising a Telekinesis spell she was recently browsing.

Bzzzt... Whoosh...

"Hmm... Looks like I should be able to manipulate a variety of objects with this Telekinesis ability... I wonder if I could make short Mana blasts by manipulating the energy directly to my hands? Oh... This is going to be exciting!" Gwen rambled on under her breath wondering how she could become a better magic-user.

On the opposite side of the booth, Ben had his feet placed on the table whilst he was playing on his Game Boy with headphones covering his ears.

"Nibbler, could you get us a snack?" Ben questioned his Symbiote partner.

 _ **"Of course,"**_ Nibbler remarked back before he moved Ben's left hand and fired out a green tendril from it towards a cookie on a plate.

WHOOSH! SLITHER! SPLAT! GRAB!

Once Nibbler grabbed the cookie, the tendril returned to Ben who then promptly eat the food and playing the Game Boy at the same time.

Lastly, Stan was standing upwards against the wall reading his book on the autobiography of Geroge Washington enjoying the contents within the book.

"Fascinating... Should have finished this back in Madison Elementary School." Stan muttered to himself before he remarked, "Got to love Summer Vacation."

"True. Nothing to do all day long except sit around and..." Ben began before Max's hand tapped Ben's shoulder.

The kids then glanced up and saw a wet Max wearing a bathing gown with suds and shampoo on his head.

"Grandpa? What gives?" Ben questioned Max.

"What gives... Is that I ran out of water in the shower again!" A frustrated Max remarked to Ben before he grabbed hold of a towel and rubbed his head with it removing the suds of his grey hair.

The kids watched on with frowned looks as Max told Ben, "It's your job to keep the tank full Ben!"

"We will. Just later." Ben bluntly remarked back.

"Oh sure." Max muttered before he told Ben, "The same way you promised to make your bed or take out the trash?"

Looking back, Gwen and Stan noticed Ben's messy bed along with the rubbish bin being overflowed with trash.

Gwen then snicked slightly before Max told her, "Well you're a fine one to talk young lady. You think those dirty dishes are just gonna wash themselves?"

"Urgh... But it's summer vacation." Gwen groggily complained back.

Max then looked at Stan before bluntly saying, "You're not out the hook either, you should have gotten the dusting and hovering done ages ago."

"Whoop de flipping do." Stan snarkily replied to Max before he said, "If we wanted to do chores. We could have stayed back home."

Frustrated with the kid's attitude, Max glared before the radio conveniently played an advert that stated, "Y'all ready for a little fresh air? Want a chance to commune with the animals? Do you want to teach someone the value of some good old-fashioned hard work? Well, sign your whole clan up for a week at Dairyville Family Farm Fun Camp and experience life on a real working farm!"

Once the radio advert ended, the kids exchanged glances at each other before Max smirked and had a brilliant idea.

"We don't like that look in his eye." Ben bluntly stated before Gwen said, "Same here." With Stan remarking, "Oh this is going to not end well is it?"

Forty minutes later down a country road in South Carolina...

The Rust Bucket drove down a small hill where the Dairyville Family Farm was present.

Like any farm, there was a ranch for the animals along with a wooden barn, a shed and the main house where the farm owners lived with a wooden fence surrounding the land.

Inside the RV, Ben and Max were in the front whilst Gwen and Stan were in the side booth.

"Trust me, you're gonna love it. When I was a kid, I spent every summer on my Uncle Jeddieah's farm." Max eagerly informed the kids who all groaned back in response.

 _ **"Why must we go through this again?"**_ Nibbler complained to Ben who muttered, "Learning about the ethics of hard work."

As Gwen muttered something to Max, Stan ignored that comment and thought, _"Farm work? I didn't sign up for this. Just gotta get through this day..."_

"Learning the value of a little hard work is just what you kids need." Max bluntly remarked interrupting Stan's thinking once per chapter.

Briefly shaking his head, Stan then noticed the Rust Bucket pull up onto the farm property before it stopped.

"Alright, we're here. Everyone out." Max told the kids before he opened the side door of the RV.

Creak...

Stepping outside, the group of four soon encountered the owner of the farm who was wearing farm overalls, had her brown hair tied in a ponytail and was standing near her son Todd.

"Welcome, I'm Joan Maplewood, this is my son Todd, you must be the Tennysons." Joan introduced herself to the group.

"Yes. Uh, call me Max. And these tenderfoot's are my grandkids and stepson, Ben, Gwen and Stan." Max informed her showing the kids.

Ben had his arms crossed over and was frowning, Gwen was staring at the sky with a dazed expression whilst Stan was slouched down and looking at the ground.

"Hi!" Todd greeted the kids who all boringly droaned, "Hey."

"Well enough chit-chat. You're here to work. You can start by unloading that truck full of feed over there." Joan informed the group.

"Righty-O." Max eagerly said walking off whilst the kids slouched after him.

As Max walked near the truck, he handed the bags of feed to Ben who struggled to lift it but managed to whilst Stan was then handed a bag of feed.

Only to end up on the dirt floor due to how heavy it was.

Thunk!

"Urgh... Come on..." Stan muttered under his breath trying to get up from the floor and lift the feed bag whilst Ben complained, "Aw man... There's got to be like a thousand of these things..."

Gwen was then handed a feed bag and slowly lifted it whilst Ben smirked and muttered, "Looks like a job for..." Before Nibbler told him, **_"Copy."_**

Splat... Slither... Squelch...

As green blobs began forming on Ben's left arm, Max grabbed the arm applying pressure to it as Nibbler could not materialize on Ben's body.

Grab!

"Ben. I'm too lazy to fill a Water Tank Tennyson. And only you two if you both know what I mean." Max warned Ben for not using his powers.

Ben nodded back before he walked off with Gwen and Stan standing near him.

"Why do I get the feeling that the fun part of Summer Vacation is over?" Gwen asked Stan and Ben.

"It's going to be a long time getting all this done." Stan nervously remarked back to Gwen and Ben.

Three to four hours later after a long and backbreaking job...

Inside a wooden barn, a massive pile of feedbags was present as Max hauled the last one in onto the pile.

Panting slightly, Max then muttered, "Well that's the last of it." *Phew* "Nothing like working up a good sweat right, kids?"

Looking down, Max noticed Gwen, Ben and Stan all lying on the floor with their muscles aching and complaining in pain.

"My leg... My leg..." Gwen muttered under her breath whilst Stan was flat out sleeping in exhaustion, "Zzzz..."

"Urgh... That was to much hard work." Ben complained to Nibbler who said, _**"Agreed. That was too much lifting for us."**_

Rolling his eyes at the kids antic's, a loud dinging was then heard as Joan shouted out, "Supper time! Come and get it!"

DING! DING! DING!

Immediately, the kids stirred awake as Stan woke up and muttered, "Dinner time already?"

A few moments later inside the Maplewood family house...

Creak... Groan...

The wooden house was quiet as the group of six eat on the table over the massive feast present.

Stan and Joan were at the opposite ends whilst Todd and Ben were sat on the lift with Gwen and Max on the right.

"Mmm... Good grub Joan." Max thanked thier host for the evening who said, "Glad to provide for our new guests."

"Yeah. With no actual grubs in it for a change." Gwen taunted Max looking at how clean her mashed potatoes were.

"Agreed. Just nice to have something good." Stan mumbled quietly to himself as he finished his meal.

"So, No TV, No video games, No mall's, No computers, What do you guys do for excitement around here?" Ben questioned Todd and Joan.

"Well, you won't believe what I saw last night." Todd began recalling his encounter with the undead Mummy.

"Now none of that. No one's interested in your tall tales." Joan bluntly interrupted Todd dismissing the encounter.

"Now let's get these dishes washed and then hit the hay," Joan remarked before she stood up and grabbed her plate.

"WHAT?! _**WHAT?!**_ " All the kids shouted at once together in shock with Nibbler's voice being present.

Staring outside, Stan then told Joan, "But it's still daylight out there for crying out loud!"

"Trust me. You'll be glad you got the sleep come morning." Max informed the kids who all sighed in frustration.

Ten minutes later after dinner had concluded...

As Todd led the RV group towards the barn through a cornfield, the Sun was setting in the distance causing a peaceful sunset and the local wildlife to be active.

 _"Sometimes it's small moments like this that make me appreciate the life I've been given."_ Stan gently thought to himself before he remembered what Todd had said earlier.

Curious, Stan walked up to Todd and asked him, "Hey, could you please inform me what you were talking about earlier?"

"Nah... It's nothing. You wouldn't believe me anyway." Todd informed Stan before Ben and Gwen joined them.

"Try us. We've seen some pretty bizarre stuff this Summer." Gwen pointed out to Todd recalling everything that had happened to them.

Todd then stopped walking and told the three, (Really four), "Well... I was down in Old Man Johnson's pasture when right in front of me... bigger then life was... A Mummy! A genuine Ancient Egyptian walking undead Mummy!"

"Really?" The kids questioned Todd before they looked at each other with Nibbler then declaring, _**"A Mummy? How odd."**_

"Yeah. Trust me it sounds crazy. But it's the truth." Todd remarked back to the kids.

A few moments later inside the wooden barn...

Todd led the group inside the wooden barn to the upper floor which had a series of six bunk bed's present along with an attic fan, a light stand and an open window with a view of the property outside.

"Here it is. Home sweet home for the next week." Todd informed the RV group.

A horrific smell then caused the kid's to gag out with Gwen pointing out, "Eww... What's that foul smell?"

"Oh, this is the Chicken coop too. See you in the morning." Todd informed the RV group before he walked off.

Walking forward, Max then smelt the air and told the kids, "Ah... Isn't that great? Nothing like the smell of country air."

Frowning, Ben then clambered onto a bed before he questioned Max, "Could this get any worse?"

"Bak!" Something then cried out from Ben's pillow.

 _"_ ** _Hey!_ "** Nibbler complained from within Ben before he pulled the pillow off revealing a Chicken present underneath.

"Heh. Heh. Guess we won't have to worry about fresh eggs in the morning." Max jokingly remarked to Ben and Nibbler.

Ben frowned before the Chicken flew upwards zipping past Stan and Gwen.

A few hours later...

The Sun had now set outside as the evening sky was hazy and dull with the nightlife active outside.

Inside the barn, Stan was kneeled at the window and was looking at the evening sky and the stars thinking about everything he had been through.

 _"Hmm... Has it been a few month's since I found the Omnitrix? It sure feels more like a lifetime ago. I wonder if I'll ever end up exploring space one day... Heck, that'd be a lot of fun and a great adventure."_ Stan quietly thought to himself wondering what space life was like before recalling, _"Huh... I did end up in space that one time on the arena ship with Kevin... Huh... Wonder if he's moved on from holding a grudge against me?"_

Creak... Groan...

Hearing the barn creak slightly, and remembering what Todd said about the Mummy, Stan thought to himself, _"I should see if this Mummy sighting was real. Could be something interesting..."_

Looking around, Stan quietly saw Max, Ben and Gwen sleeping before he whispered, "I'd best sneakily move out here."

Stan then sneaked across the wooden floorboards and clambered downstairs to the wooden barn door.

Creak...

Opening the barn door, Stan quietly sneaked outside before he closed the door hearing the outside ambience.

Making sure the coast was clear, Stan slowly wandered across the field right near the barn door until...

"Going somewhere?" Gwen asked Stan before Ben said with Nibbler's voice at the end, "Without _**us?"**_

Turning around, Stan then noticed Gwen and Ben before he told them, "The same place you are right?"

"Mummy hunt." All three kids then replied at the same time.

The three kids then carefully walked through the cornfield pushing them aside as the wind howled loudly.

Rustle... Rustle... Howl... Rustle...

Approaching the edge of the cornfield, Stan noticed a barbed wire fence leading to the opposite property.

"Take it steady... Don't want to cut yourself on the barbed wire." Gwen advised Ben and Stan who nodded back.

Crouching on the ground, Stan, Ben and Gwen then carefully crawled underneath the barbed wire fence before they got up and saw what was on the other side.

Directly ahead of them near some old oak Trees was a medium-sized crater where the dirt ground had been ripped and torn apart.

In the centre and edge of the crater was a series of glowing purple footprints that led to the crater from the cornfield.

"This is interesting... Reminds me of the crater when I first found the Omnitrix." Stan remarked to Gwen and Ben.

"Think that's where its tomb was?" Ben questioned Gwen and Stan.

"An ancient Egyptian tomb in South Carolina? That's not possible." Gwen bluntly pointed out before she kneeled on the ground near the glowing purple footprints.

Moving on from the crater, the group kneeled near the glowing footprints before Nibbler pointed out, _**"Those glowing purple footprints are not from this planet. Thus it must be something from space."**_

"Seem's a bit radioactive," Gwen suggested as the Omnitrix then turned dark red and began beeping out a Geiger sound effect.

BEEP... Click... Click... Click...

"Warning! Biohazard detected." The Omnitrix beeped out as Stan held his right arm near the glowing purple footprints.

Moving back his right arm and looking at the Omnitrix in its Radiation mode, Stan then told Gwen and Ben, "Whatever this material is... It's not good."

The Omnitrix then went back to Active mode and flashed green again.

BEEP!

As the kids got up from the ground, they heard something snort on the hill behind them.

Turning around, the kids then spotted mutated Purple Cows that had glowing purple eyes and stripes covering their pure black bodies with sharp teeth and differing horns in each one.

"ROAR!" One of the Mutant Cows hungrily roared out as the mutated animals glared at the kids.

"Um... We know that we're a city kid, but Cows aren't supposed to look like that right?!" Ben questioned Gwen and Stan.

"No chance!" Gwen told Ben before the Mutant Cows roared and charged towards the group.

"Split up!" Stan ordered Ben and Gwen before the kids scattered from the mutant creatures.

STOMP! THUMP! THUD! Rumble...

As the Mutant Cows split up, one chased after Ben whilst the other one chased after Stan.

With Gwen on her own, she smirked and decided to take action to save the boys.

Holding out her hands, Gwen then yelled out, "Contego!"

A pair of pink Mana energy blasts were then launched from Gwen's hands before they exploded onto the Mutant Cows.

BZZZT! WHOOSH! ZAP! BLAM! BOOM!

The Mutant Cows then roared and charged towards Gwen upon being hit by the blasts of Mana energy.

STOMP! THUMP! THUD! Rumble...

Gwen then began running away only for XLR8 and Nibbler to arrive on the scene has transformed.

XLR8 grabbed Gwen before Nibbler tackled both of the Mutant Cows onto the ground with his large bulky body.

WHOOSH! ZIP! GRAB! SPLAT! CRASH! WHAM!

 _ **"RARGHH! YOU COWS ARE GOING DOWN!"**_ Nibbler furiously roared before he began battling the Mutant Cows using his large hands and thick claws.

SLICE! SMACK! WHAM! SPLAT! SLAM!

XLR8 then placed Gwen onto the ground before he asked Gwen, "You alright?"

"Yeah, I am. I'm going to climb onto that tree and provide cover from there." Gwen explained her plan to XLR8.

Nodding back, XLR8 watched as Gwen clambered onto a nearby Oak Tree before he zipped back into the fight.

As Nibbler landed on the floor, XLR8 ran up to him before the two began talking.

"So got any ideas?" XLR8 questioned Nibbler who told him, _**"How about a game of dodge the Mutant Cow?"**_

BZZTT! WHOOSH! BLAM!

Another Mana blast then hit the Mutant Cow's before XLR8 and Nibbler nodded to each other.

The two aliens then ran towards either side of the Mutant Cow's and yelled, "Toro!" _**"**_ _ **Toro!"**_

The Mutant Cows ran to both aliens only for them to run back around and call out, "Ole!" _**"**_ ** _Ole!"_**

As the Mutant Cows ran past, XLR8 and Nibbler grabbed hold of each of their tails stunning them in response.

Studying the battle, Gwen then got an idea and yelled out, "Guys watch out, behind you!"

Turning around, XLR8 and Nibbler were then rammed by a third Mutant Cow which startled them both.

SMACK!

Both heroic aliens were then sent flying into the tree right before they landed on top of each other.

SMASH! CRASH! Creak... WHAM!

 _ **"Urgh..."**_ Nibbler groaned before he landed on the grassy ground with XLR8 then landing on his large bulky body.

"Never mind," Gwen muttered under her breath as the heroic aliens quickly recovered and got up from the ground.

"Okay... That hurt. Now what?" XLR8 groggily complained to Nibbler who pointed out, **_"We don't know..."_**

"I've got an idea!" Ben's voice then told XLR8 and Nibbler before remarking, "XLR8 could use the barbed wire to create a fence around the Mutant Cows!"

"Good thinking Ben!" Gwen praised Ben from the tree.

Nibbler then fired out some tendril blasts from his hands which splattered onto the Mutant Cows blinding them briefly.

WHOOSH! Slither... KA-SPLAT!

With the Mutant Cows distracted, XLR8 then ran off and grabbed hold of some barbed wire from the fences before he ran around the three Mutant Cows.

WHOOSH! ZIP!

A thick cloud of dust covered the area before it disappeared revealing the tied up Mutant Cows.

Nibbler and Gwen then appeared near Stan before Nibbler shrunk back down into Ben's body.

Splat... Slither... Squelch...

"First a Mummy, now Mutant Cows? What's happening on this freaky farm?!" Gwen muttered to the others.

"Beat us. Some kind of weird mumbo jumbo." Ben spoke back shrugging to Gwen.

"Hmmm... There's only one way to find out. Follow the glowing trail." XLR8 told Ben and Gwen before he called out, "Wildmutt!"

FLASH!

A bright flash of green light enveloped XLR8 before he morphed into Wildmutt as the Omnitrix symbol blared out, "Vulpimancer DNA sample activated."

"ROAR!" Wildmutt yelled out before he charged forward following the glowing purple footprints.

 _ **"Follow that Vulpimancer!"**_ Nibbler yelled to Gwen and Ben who began running after Wildmutt.

Running through the cornfield, Wildmutt eventually came to a stop near a large Silo and an old wooden Outhouse where he saw the Mummy using it's bandaged hands to dig a hole in the ground that was glowing a bright purple colour.

Crumble... Thunk!

 _"Of course... Todd was right! The question is why would an Ancient Egyptian Mummy try to get back into the ground?"_ Wildmutt thought to himself.

Inside the crater was three glowing purple crystals that seemed to be giving off radioactive energy that the Mummy seemed to be drawn to.

"Urghhh..." The Mummy groaned before it swiftly turned it's head around and growled, "GRR!"

Freaked out by the Mummy's glowing purple eyes, Wildmutt roared out, "ROAR!"

The Mummy then groaned and jumped upwards floating in the air as it's bandages flapped in the wind before it dived down towards Wildmutt who swiftly dodged the attack by rolling sidewards.

WHOOSH! STRETCH! WHAM!

Noticing that the Mummy was using its bandages to stretch out his body similar to Wildvine's hands, Wildmutt smirked as the Mummy slouched over before it hurled its right hand towards Wildmutt stretching out its bandages as a whip weapon.

WHOOSH! STRETCH! KA-CRASH!

The nearby wooden shed that was behind Wildmutt then collapsed in on itself sending wooden planks and debris onto the grassy ground near Wildmutt.

Getting a bright idea, Wildmutt then called out, "ROAR!" (Heatblast) And transformed in a flash of bright green light.

FLASH!

Emerging from the flash of bright green light, Heatblast cupped his hands together and unleashed a heat beam from them.

WHOOSH! BLAST!

The Mummy saw this attack coming and swiftly dodged the heat beam by morphing his body to avoid the attack.

WHOOSH! STRETCH!

"Uh, oh. I'd better keep this up." Heatblast remarked before he sprinted forward towards the Mummy and delivered a powerful sidewards punch towards the creature.

PUNCH! CRACK!

Heatblast then landed on the other side as the stunned Mummy then grabbed hold of the Pyronite's body.

WHOOSH! STRETCH! GRAB!

Trapped, the Mummy then dragged Heatblast towards him before he called out, "Ka-Boom!"

FLASH!

A bright flash of green light covered Heatblast as KaBoom emerged with a mischievous look in his eyes as the Omnitrix symbol in his right eye blared out, "Explodian DNA sample activated."

"HAHAHA! KaBoom make Mummy go boom!" KaBoom proudly declared before he exploded his body right near the shocked Mummy.

CRAKA-BOOM!

The explosion caused the Mummy to go flying into the dirt ground whilst KaBoom ended up reforming near the old Silo.

POP!

Once KaBoom's body reappeared, KaBoom chuckled before he rambled on, "That Mummy guy was blown good! HAHAHAHA!"

However, the Mummy's bandages then appeared behind KaBoom causing the Explodian to panic and reform on the Silo.

POP!

Panting in relief, KaBoom tilted his head and sighed right before the Mummy groaned, "URGH!" And punched KaBoom right off the silo.

PUNCH!

KaBoom went flying off the silo before landing on the ground with an explosion as the Mummy smirked in triumph.

WHEEE... BLAM! CRASH!

"Owwie... KaBoom is in pain..." KaBoom loudly complained as the Mummy then landed on the dirt ground with its bandages.

THUD!

The Omnitrix symbol in KaBoom's right eye then began flashing red.

BEEP! BEEP! BEEP!

"Ah not again!" KaBoom complained right before he was transformed in a flash of bright red light.

FLASH!

"Hurgh?" The Mummy groaned out staring at the flash of bright red light in confusion.

Appearing from the bright red light, Stan slowly got up from the ground as the Omnitrix beeped out, "Warning! Omni-Energy supply is low. Recharge mode activated."

Clutching his dizzy head, Stan then complained, "I've got to figure out how to make the battery for the Omnitrix last longer."

"RARGH!" The Mummy yelled out as it swung its bandages directly towards Stan.

WHOOSH! STRETCH!

Stan closed his bright blue eyes before he noticed he wasn't trapped in the bandaged wrap.

Looking around, Stan realized that the bandages were wrapped around the wooden supports before they were dragged off.

CRASH!

The wooden supports landed on the floor before the bolts holding the Silo onto the floor then collapsed and failed right before the structure groaned and toppled sidewards.

SNAP! CRACK! WHAM! Groan...

"OH CRAP!" Stan screamed in fear and shock right before Gwen and Ben tackled into him as the kids narrowly avoided being crushed by the massive structure.

CRAKA-CRASH! CRAKA-Rumble...

A massive dust and debris cloud were sent flying from the collapsed Silo covering the downed kids in rubble and dirt.

Panting, Stan slowly looked up and saw the faces of Gwen and Ben right near him.

"So does that leave us even in the rescue department?" Gwen questioned Stan who replied, "Yes it does. Thank you."

Stan and Gwen's cheeks then briefly went red before Ben coughed and asked them both, "Don't mean to interrupt but, where's the Mummy?"

Immediately, Gwen and Stan stopped blushing before they both stood up and looked around noticing the Mummy was gone with the remnants of the Wooden Shed and Silo dominating the muddy battlefield.

"I've got no idea. But that was one major monster movie fight." Stan remarked before he pointed and told Ben and Gwen, "The Mummy was digging for some kind of purple crystal at the bottom of the crater. But it's gone now..."

 _ **"I wonder what that Mummy wanted and where it came from?"**_ Nibbler questioned the kids before Gwen suggested, "We should tell Grandpa about what we saw asap."

The kids looked over the smoking crater with dust and wooden debris on the floor wondering what the Mummy had been up too before they walked back to the Maplewood family farm.

Twenty minutes later back at the Maplewood Family Farm...

"Zzzz..." Stan snored to himself in one of the bunk bed's as Ben lazily flopped onto one above Gwen.

"Oh, man... Were beat," Ben muttered to himself whilst Gwen sighed and closed her green eyes on the bed below Ben.

However, Joan then appeared from nearby and shouted to the kids, "Rise and shine sleepyheads!"

Ben immediately woke up and fell out his bed landing on the ground whilst Stan groaned and opened up his blue eyes and muttered, "Morning already?"

"You have got to be kidding me! It's 5 Am!" Gwen angrily complained to Joan.

Ben then got up from the floor and cracked his neck as Nibbler controlled his muscles briefly before muttering, _**"Great... More work..."**_

"And those Cow's aren't gonna milk themselves," Joan informed the exhausted kids.

Yawning, Max then got up from his bed wearing his pyjamas and stretched out his back before remarking, "Ahh... Now, aren't you kids glad you went to bed early?

The kids who had red veins in their eyes glanced at each other in dread and exhaustion.

Ten minutes later inside the wooden barn...

Inside the barn, Todd showcased the RV group how to milk a Cow by using a bucket and gently pulling on the animal's large udders.

"Just squeeze and pull. Squeeze and pull." Todd informed the RV group.

"Urgh, don't they have machines for this?" Ben questioned Todd.

"Mom doesn't believe in them. Says they spook the Cows." Todd remarked back to Ben.

"Isn't there anything else we could do besides milking Cows?" Stan asked Todd feeling curious.

"Well, the manure needs to be shovelled," Todd suggested to Stan.

The kids then looked behind and saw a massive pile of rotting Cow poo with a shovel indented in along with dozens of flies hovering over the pile of Manure.

Bzzz... Hiss...

"MILKING!" All the kids said at the same time with a horrified look on their faces.

Todd then moved up from the ground and exited the barn with Max following him.

"Make sure you get this job done right kids. You need to learn the meaning of hard work." Max informed the kids before he walked out.

Splat...

Once Max walked out, Stan sighed and sat down on the floor before he muttered, "Oh good grief... This is ridiculous. How are we supposed to do this?"

"Why don't you just the Omnitrix to get the job done quicker Stan?" Ben bluntly reminded him as Nibbler's head then emerged from Ben's left arm.

Splat... Slither...

 _ **"Not just that. We could use all our powers to get the jobs done just as quick."**_ Nibbler suggested to the kids.

Stan glanced at Gwen who then pointed out, "Grandpa told us not to use our powers to get the farm work done."

BEEP!

The Omnitrix core on Stan's right arm then rose before Stan informed Gwen, "Oh really? And I suppose you want us to milk all these Cows in several long and painstaking hours of backbreaking work?"

Looking around all the Cows, Gwen gulped before she told Ben, Nibbler and Stan, "So what are you waiting for?! Change already!"

Stan merely nodded back before he tapped down the Omnitrix core whilst Ben grew in size into Nibbler.

BEEP! Splat... Slither... FLASH! Squelch...

A few moments later...

"Oh yeah... This is working out great." Gwen muttered lying on a hay bail staring upwards at the ceiling with her green eyes closed.

THUD! THUD!

 _ **"GAH! STAY STILL YOU STUPID ANIMAL!"**_ Nibbler roared out in rage as a Cow sprinted off with the large Symbiote being dragged across holding onto the animal's tail.

"MOO!" The Cow called outback as Nibbler and the Cow then crashed into a nearby wall.

CRASH! WHAM!

A bucket of milk was then spilt onto the floor before Four Arms called out, "Argh! This isn't as easy as it looks, plus that was almost filled up!"

Nibbler then stomped behind the hay pile carrying two Cows with his large hands right before he directly crashed into Four Arms.

CRASH! WHAM! SPLAT!

Due to all the commotion and noise, Joan then knocked on the barn door before she asked the group, "How's it going in there?"

Immediately, Gwen got up from the hay pile as Nibbler and Four Arms frowned in shock as well.

Creak...

The barn door then opened as Joan spotted Gwen milking one of the Cow's with a bucket under the animal's udder.

"Oh... Just milking away." Gwen informed Joan who walked into the barn and then stated, "Where are the boys you were travelling with?"

Nervous, Gwen placed her hands together before she told Joan, "They went to get more buckets!"

"Well, when you're done here, find Todd. He'll show you your other chores for the day." Joan informed Gwen before she walked out of the barn.

Once the barn door was closed, Gwen sighed in relief before Four Arms and Nibbler popped out of the hay bail and glanced at Gwen.

"Okay... Let's get this over with." Four Arms then informed Gwen and Nibbler.

Half an hour later after the first chore...

Near the Pig enclosure, Todd poured some bucket feed into the trough as the Pigs hungrily devoured the food.

"Just feed the Pigs this food and you'll be done. Good luck!" Todd informed the kids before he walked off.

Once Todd walked off, the kids smirked as Stan then activated the Omnitrix and transformed into Wildvine.

BEEP! FLASH!

Emerging from the flash of green light, Wildvine stretched out his hands, grabbed hold of the feed bags before he ripped them open and distributed the contents of the food to the Pigs.

WHOOSH! STRETCH! GRAB! RIP!

"And that's how you feed a dozen Pigs at once!" Ben told Wildvine who smirked and nodded back.

Ten minutes later after that chore...

Inside the Chicken coop, Todd told the kids, "You need to get the eggs from under the Chicken's nests. I'll leave you to it."

Once Todd walked off, Gwen told Ben and Stan, "I've got this."

Holding out her hands which glowed pink, Gwen closed her eyes and concentrated on the Telekinesis spell she'd been practising.

BZZZT! WHOOSH! ZAP! Rumble...

Slowly, all the chicken eggs from within the coop then floated up in pink Mana energy before they were transferred outside the Coop in a neat and stacked pile.

Gwen then reopened her eyes and examined her work before declaring, "I'm good at this Magic practice..."

Another ten minutes later...

"Okay, just make sure the horse does the crops correctly," Todd said to the kids before he walked off yet again near the edge of a field and a Horse Stable.

Looking at the Horse with the Plough attached to it, Ben told Stan and Gwen, "We've got this."

Walking forward, Nibbler overtook Ben's body before the Symbiote grew in size and grabbed hold of the plough with his hands and placed the rope around his neck.

Splat... Slither... Squelch...

Nibbler then stomped forward over the cornfields doing the ploughing that the field needed as dust and dirt went flying off the ground whilst the Symbiote then yelled, _**"We'll soon get these chores done!"**_

Twenty minutes yet again after that chore...

Todd and the kids were on the outskirts of the farm as wooden poles and dirt holes were present on the ground.

"So use this tool to dig a hole in the ground and then place the wooden stakes in it," Todd remarked to the kids before he walked off once more time.

Looking at each other, they all knew what they had to do.

BEEP! BZZTT! Splat... FLASH! Slither... ZAP! Squelch... SPARK! WHAM!

Using their sharp claws and hands, Diamondhead and Nibbler dug into the ground creating a hole before Gwen used her Telekinesis spell to place the stake in the hole.

The kids then repeated this process until all the chores were finally done for the day.

Nearly half an hour later that evening...

As Todd led the kids back to the farm, Stan then asked, "So do you and your mom have to live like this every day?"

"Nah, During planting and harvesting seasons, we don't have it so easy. But to tell you the truth, at least it keeps you busy. It's usually pretty boring around here. It's not like every day an Ancient Egyptian Mummy appears in a flash of purple lighting." Todd fully explained to the kids before he walked off.

"PURPLE LIGHTNING?!" **_"PURPLE LIGHTING?!"_** Stan, Gwen, Ben and Nibbler then exclaimed together in shock.

A few moments later...

"Purple Lighting?" Max questioned the kids as he continued to shovel a pile of smelly Manure onto the back of Joan's truck.

Bzzz... Hiss...

"Just like when we crossed paths with that alien Werewolf back in New Mexico." Ben reminded Max before Nibbler said, _**"And the purple lighting must be the same."**_

"There's no way it was just a coincidence, Grandpa." Gwen pointed out that fact to Max with Stan then declaring, "There must be a connection between the two."

Stopping his work, Max told the kids, "I'm not sure. But it can't be good. Come on, you guys can fill me whilst I get some gear from the Rust Bucket."

Twenty minutes later in the field with the Mutant Cows...

Once the group arrived near the tied-up Mutant Cows, Max who was wearing his Plumber equipment belt, held out a scanning device that detected the mutation the Cows had in his left hand.

Beep... Flick! Whirrr...

Having analysed the results of the scanner, Max held the machine down and told the kids, "Well that would explain your Mutant Cows. But we've got an even bigger problem."

"Bigger than a rampaging Mummy and Mutant Cows?" Gwen asked Max who then told her, "I'm picking up trace readings of Corrodium on them."

"What exactly is Corrodium?" Stan questioned Max wanting to learn more.

"Corrodium is a high energy mineral not naturally found on Earth. My guess is that a Meteor crashed around here a few thousand years back, scattering debris all over the area." Max fully explained to the kids.

"The Mummy is a rock collector?" Ben snarkily asked Max before Nibbler told him, _**"Sort of, but not quite."**_

"I'm afraid not you two. Corrodium is a powerful energy source that's very unpredictable. That's what must have mutated those cattle." Max informed Ben.

"So is the effect of the Corrodium mineral permanent?" Gwen then questioned Max who stated, "Not under certain conditions. The effects of Corrodium mostly wear off after a few days without any more exposure to the mineral. That's what most Plumber records say about Corrodium from the Mount Rushmore archives."

"So if that Mummy manages to find more of the Corrodium..." Stan pointed out before Max said, "Then he could turn every single living creature on the Eastern Seaboard into the same kind of monsters.

"GRARH!" The Mutant Cow then roared back in response to the group.

Max then looked down at the kids and ordered them, "Come on. Once we get in the Rust Bucket, we can track where the nearest source of Corrodium is and prevent the Mummy from getting there."

Thirty minutes later inside the Rust Bucket...

It was now a clear and bright evening as the group were in the Rust Bucket.

As Max drove the large RV towards its destination with Gwen in the front, Stan, Ben and Nibbler were talking on the side booth.

"Are you sure you don't know anything else about this Corrodium mineral?" Stan questioned Nibbler who was hanging out from Ben's left arm.

 _ **"Well, I do know the system of origin for the Mineral. It's from the Anur System."**_ Nibbler informed Stan.

"What kind of aliens live there?" Ben questioned Nibbler who explained, _**"The creepiest aliens in the Galaxy live there including Ectonurites. The legends about the system claim there is an anti-matter Sun holding all the planets there together."**_

"Ectonurite... I think Ghostfreak's an Ecotonurite." Stan then remarked to Ben.

"Really? That's interesting." Ben pointed out to Stan.

Before Stan could say anything else, Gwen then called out, "We're here!" As the Rust Bucket came to a stop.

Screech...

Holding the scanner, Max informed the kids, "Scanner indicates that the Corrodium readings are highest over there."

Looking outside the window, the group noticed a large Industrial factory that had a large sign on the top saying, 'Digby Dairy'.

"Digby Dairy?! They make our favourite ice cream here!" Ben then pointed out that fact to the others.

"Right... Let's do this." Stan muttered under his breath ready for the mission at hand.

As the group gathered together, Max then slowly opened the side door before everyone walked out.

Creak...

Closing the door, Max then noticed a Security Guard asleep in a security booth that had an old TV blaring static out with his head facing the wall of the booth.

"Zzzz..." The tired Security Guard snored out before Max signalled the kids to follow him.

The group then walked across the empty parking lot of the factory before they opened the front door and walked inside the lobby.

A few moments later further into the factory...

The factory was quiet except for the footsteps of the group as Max led the way down a staircase with a flashlight and the scanning device he was using.

Beep... Flick! Whirrr...

Then, Max's scanning device sparked before it overloaded with electrical energy and broke.

Beep... Flick! Whirrr... ZAP! SPARK!

Overlooking a balcony, Max aimed his flashlight down before he told the kids, "I'd say there's a big chunk of Corrodium buried right here beneath the concrete."

"Were on it!" Ben yelled at Max right before Nibbler overtook him and grew in size with the thick green blobs covering Ben's body before Nibbler's head emerged.

Splat... Slither... Squelch...

Grinning, Nibbler then jumped over the balcony and landed on the ground right before Max said, "Nibbler, wait!"

THUNK!

Leaning down, Nibbler then created a hole in the ground using his sharp claws before the single Corrodium crystal was revealed.

 _ **"Found it."**_ Nibbler boomed out to the others on the balcony as the purple light enveloped the factory causing the Omnitrix to enter Radiation Mode.

BEEP... Click... Click... Click...

"Warning! Hazardous Radiation and Biohazard Levels detected!" The Omnitrix beeped out with the Geiger sound playing with the Omnitrix now a dark red colour.

"Nice work you geniuses! You both just did the Mummy's work for him!" Gwen criticized Nibbler and Ben as she, Max and Stan walked down a flight of nearby stairs.

 _ **"Oh, crap,"**_ Nibbler muttered under his breath right before the lights in the factory began flickering on and off whilst the Omnitrix went back to Active mode and flashed bright green again.

BEEP! Flick...

"We've got company!" Max shouted out before Stan yelled, "Here comes the Mummy!"

As the lights flicked on and off, The Mummy then appeared in the back before dangling upside down before staring directly at the group as it groaned out, "Urgh..."

Flick! Flick! Flick!

Max took out a small laser pistol from his belt, whilst Gwen's hands glowed pink as Stan activated the Omnitrix core and transformed in a flash of bright green light.

BEEP! BZZTT! FLASH! ZAP! SPARK!

Emerging from the flash of bright green light, Diamondhead smirked before charged forwards and impaled the Mummy with his large diamond sword formed from his right arm.

CRACK! WHOOSH! SLICE!

The Mummy had a blank expression on its face before Diamondhead pointed out, "Now that's gotta hurt."

The Mummy responded by grabbing hold of Diamondhead's arm with his bandages before he hurled Diamondhead into a nearby Generator sending smoke and dust into the air.

WHOOSH! STRETCH! GRAB! WHOOSH! WHAM!

"Urgh..." A groggy Diamondhead groaned in pain before he stumbled upwards wondering what was going on.

Before the Mummy could turn around, Nibbler then rammed into the alien sidewards yelling out, _**"WE DON'T THINK SO!"**_

WHOOSH! SLAM! CRACK!

Using its stretchy body, the Mummy then wrapped it's body around Nibbler's neck before it cut off his air supply.

WHOOSH! STRETCH! CHOKE!

Struggling to breathe, Nibbler's eyes then went blank before he fell to the ground near Gwen and Max beaten and groaned out, _**"Urgh..."**_

KA-THUD!

With the heavy hitters briefly out of action, The Mummy then opened up its chest revealing the Corrodium crystals it was storing before it used its bandages to grab the crystal and place it in its chest.

WHOOSH! STRETCH! GRAB!

As Max and Gwen helped Nibbler get back onto his feet, Max told everyone, "He's got the Corrodium!"

The Mummy then chuckled and raised its hands before it roared, "RURGHH!"

Unbeknownst to the Mummy, however, Diamondhead then called out, "Blitzwolfer!"

And transformed in a flash of bright green light before the Loboan stood forward with a determined look on its face.

FLASH!

"ARRRRROOOOOOO!" Blitzwolfer then loudly howled out, getting the attention of the Mummy.

The Mummy then turned around and gained a shocked look on its face before groaning out, "Urgh?!"

"You want a fight?! Then take me on you decaying pile of bandages!" Blitzwolfer growled out back before he opened up his mouth and fired a large green sonic blast.

HOWL! WHOOSH! BLAST!

The massive sonic howl was launched towards the Mummy causing it to jump over and climb on the pipes above Blitzwolfer before it dived down upon the ground nearby.

WHOOSH! STRETCH! SLAM! THUNK!

The Mummy then stretched out its bandages towards Blitzwolfer who sprinted on all fours and dodged the attacks before he grabbed hold one of the Mummy's bandages with his sharp teeth.

WHOOSH! STRETCH! CRUNCH!

Blitzwolfer then dragged the Mummy towards him before he kicked the undead alien with his legs sending it flying into a wall.

WHOOSH! STRETCH! KICK! BLAM!

Shaking its head, the Mummy then spotted Blitzwolfer ram him directly through the wall sending dust and debris onto the floor as the two ended up in the Freezer area of the factory.

WHOOSH! CRASH! WHAM!

Panting in exhaustion, Blitzwolfer then stood upright as Gwen, Max and Ben joined the Loboan.

"How can we beat this Mummy when it constantly regenerates and heals its body?!" Blitzwolfer questioned everyone.

"No idea, but Nibbler's regaining his strength right now," Ben replied to him as the Mummy then shambled out from the dust.

"Urgh..." The Mummy groaned before it reopened its chest revealing the glowing purple Corrodium crystals it was storing.

As the group were blinded by the bright purple light, Max warned them, "He's trying to expose us to the Corrodium!"

The Mummy shambled towards the group right before a door on the balcony opened where the Security Guard from earlier overlooked the fight.

"What's going on here?!" The Security Guard shouted out to everyone.

"No, get back!" Gwen yelled at the Security Guard in shock who was then engulfed by the Mummy's bandages.

WHOOSH! STRETCH! GRAB!

"GAH!" The Security Guard yelled out as the Corrodium crystals began mutating him and changing his DNA.

The group watched on in shock as the Security Guard's features changed starting with his face and the rest of his body as he cried out in a horrific scream, "ARRGHH! OH GOD, IT HURTS SO MUCH! ARGHH!"

SNAP! POP! CRACK!

Shortly, the guard's jaw snapped and grew bigger whilst his eyes glowed a bright purple colour with his skin turning a pitch black with purple glowing lines with his hands and legs becoming matching sharp weapons.

Satisfied at its work, the Mummy then placed the Mutated Human back on the ground before it turned around and hissed ferally at the group, "RARGHH!"

 _ **"Oh, that is not going to be pleasant for us,**_ " Nibbler informed Ben before Max placed a red disk on his chest along with Gwen's before himself.

Then the material made of nanomachines covered the kids and Max suiting them up with a suit that was beige along with a blue visor to see properly from their eyes.

"Woah! What is this stuff, Grandpa?!" Ben questioned Max in shock.

"Level Ten Hazmat Suits. They used adaptive nanotechnology to figure out the size of the user and protect them from mutations of any kind. I don't think your parents would appreciate me bringing you all home mutated." Max explained to Ben, Gwen and Nibbler.

"Hey, what about me?!" Blitzwolfer shouted at Max.

"As long as you stay in one alien form without changing at all, you should be safe from the mutation effects." Max informed Blitzwolfer who then remarked, "Great... Guess I'm stuck as Blitzwolfer then again."

WHOOSH! STRETCH! GRAB!

Blitzwolfer's fanged face was then dragged back by a bandage.

"MPHH!" Blitzwolfer shouted out before the Mummy used his bandages to slam the heroic Loboan into the ground.

SLAM! WHACK!

The Mummy then gestured to the Mutant Human to attack the others with his right hand.

Nodding back, the Mutant Human then dropped on all fours and charged towards the Tennyson trio.

"Come on!" Max yelled out before him and the kids managed to narrowly avoid being sliced in half by the Mutant Human's swords.

SLICE! CRACK!

Running back into the storage area, Ben and Max stood back before Gwen muttered, "Here goes nothing..."

Holding out her hands which glowed pink inside her suit, Gwen then called out, "Emochia Objectia!"

BZZZT! WHOOSH! ZAP! Rumble...

The Hazmat Suit that Gwen was wearing then inflated and grew in size like a balloon.

"ARGH!" A shocked Gwen shouted before she began bouncing around the room like a bowling ball and knocking things onto the ground.

WHOOSH! BOING! CRASH! WHOOSH! BOING! CLANG!

The Mutant Human then attacked Max as Ben tried to and fire out a pair of Symbiote tendrils from his hands.

Due to his suit, however, the tendrils were unable to come out and were splattered on the insides of his suit.

SPLAT! SLITHER! SPLAT!

"URGH! GROSS!" Ben groaned under his breath at how sticky the tendrils were as Nibbler then said, _**"Sorry."**_

As the kids were struggling to use their powers, Max continued to dodge the Mutant Human.

WHOOSH! SLICE! CLANG! CRASH!

Gwen's inflated Hazmat Suit then slammed into the Mutant Human sending it crashing onto the ground.

WHOOSH! SLAM! KA-CRASH!

Gwen's Hazmat Suit then deflated before Gwen landed on the floor and groaned in pain.

THUNK!

"Urgh... Okay... Mental note, Never try to perform a spell inside a Hazmat Suit." Gwen groaned out before Ben muttered, "Same here!"

Max then grabbed hold of Ben and Gwen from the ground and told them, "Come on!"

The Tennyson trio then ran for their lives from the Mutant Human which continued chasing them though the industrial factory.

During one point with the chase, the Mutant Human narrowly swiped at the Tennyson trio causing them to split up.

Annoyed, Max then grabbed hold of a nearby pipe from the wall before breaking it and using it as a weapon.

"Alright now... I don't want to hurt you!" Max warned the Mutant Human.

"GRARGH!" The Mutant Human roared back before it sliced Max's pipe in half.

WHOOSH! SLICE! CLANG!

"So much for that idea!" Max yelled out before he stepped back and used the metal pipe pieces to fight off the Mutant Human's blades.

WHOOSH! SLICE! CLASH! WOOSH! SLICE! CLONG!

Max then hurled the pipes towards the Mutant Human who simply sliced them in half again.

WHOOSH! SLICE! CLANG! WHOOSH! SLICE! CLANG!

Max was then knocked back before he ended up being flung over the balcony.

"ARGH! DAMN IT!" A shocked Max yelled out before he landed on the ground below.

The Mutant Human then turned it's attention to Gwen and Ben who then ran for their lives.

"What's the plan?!" Ben yelled at Gwen who shouted out, "Get on that conveyor belt!"

The two kids then landed on the conveyor belt and began crawling forward as the Mutant Human sliced the structure trying to impale Ben and Gwen.

"ARGH!" Ben then yelled out narrowly missing being sliced before Nibbler told him, _**"You're not going to die!"**_

The two kids then reached the end of the conveyor belt and slid down before they landed on the floor.

However, Max then called out, "Hands of my grandkids you mutant freak!"

Confused, the Mutant Human then turned around and saw Max riding on a crane hook that slammed the Mutant Human into the conveyor belt.

WHOOSH! SWING! CRASH! WHAM!

As Max landed on the ground, he then quoted, "Let's wrap this up!"

Knowing what Max had planned, Ben and Gwen ran forward and pressed opposing buttons on the conveyor belt together.

Flick! Whirr... Groan...

The conveyor belt was then activated before the Mutant Human was dragged in and wrapped in cardboard on the other side once it came out.

"Grrr..." The exhausted Mutant Human growled out before Gwen declared, "Glad that's over."

CRAKA-BOOM!

A large explosion behind them gained their attention as Blitzwolfer dodged a punch before he slashed the Mummy with his clawed hand.

PUNCH! SLASH!

After punching the Mummy, Blitzwolfer's mouth then opened up as a large green sonic blast was fired out from it.

HOWL! WHOOSH! BLAST!

The Mummy was then pushed back briefly before it closed its chest right before Blitzwolfer's Omnitrix symbol on his chest then began beeping red.

BEEP! BEEP! BEEP!

"Not now!" Blitzwolfer shouted out before he changed back to Stan in a flash of bright red light.

FLASH!

Now back to normal, Stan's head felt dizzy as the Mummy's eyes widened in shock briefly.

Adjusting his dark brown glasses, Stan's bright blue eyes widened as the Omnitrix then blared out from his right arm, "Warning! Omni-Energy supply is low. Recharge Mode activated."

Stan then turned around and ran for his life as the Mummy groaned out, "Urgh!" And began chasing after him.

Stan then managed to hide behind an industrial machine and watched as the Mummy sprinted past.

"Phew... That was close." Stan muttered under his breath before he felt a hand touch his back.

"ARGH! DON'T HURT ME!" Stan screamed out only for Max to be present as he placed a red disk on Stan's chest.

Then the material made of nanomachines covered Stan's body with the beige suit and the blue visor for his eyes.

"Cool. It kinda suits me." Stan happily remarked back to Max right before...

WHOOSH! STRETCH! GRAB!

The Mummy then grabbed Max with its bandages before he was hurled aside.

SMACK! THUD!

"GRUH!" The Mummy groaned out as it began chasing after Stan again.

Panicking, Stan then turned around and ran for his life through the industrial chambers of the factory, thinking, _"Just run! Don't let that Mummy get you!"_

Turning around a corner, Stan looked behind him and noticed the Mummy continue to chase after him.

Before Stan could say anything, He then heard Ben call out with Nibbler's voice, "Stan, slop the _**hogs!"**_

Coming to a halt, Stan noticed a container of a liquid Strawberry mixture and decided to knock it over with his bare hands.

"Thanks, you two!" Stan yelled out before he tipped the container onto the floor sending the Strawberry mixture towards the Mummy.

THUNK! SPLAT!

"Guh!" The Mummy shouted as it tumbled over the mixture before it crashed into a pair of refrigerators.

SLIP! CRASH!

"Huh... Guess Uncle Max was right. This farm work stuff pays off." Stan muttered under his breath.

Stan then turned around and noticed Gwen near a control panel as it she interacted with it.

Flick... Beep!

"Come on... This has got to do something... And there!" Gwen shouted out to Stan.

As The Mummy recovered, Ben and Stan grabbed hold of a nearby hose.

"Eat Marshmallow Mummy!" Ben yelled out before Nibbler declared, _**"** **Hasta La Vista baby."**_

Stan then flicked the trigger on the hose and confidently smirked.

Flick! v

A massive amount of Marshmallow liquid then blasted the Mummy causing it to land in a processing machine.

WHOOSH! BLAST! SLAM!

"Grugh..." The dazed Mummy groaned out before it looked up and noticed Gwen standing near a lever.

"Or maybe you'd prefer Peanuts?" Gwen snarkily taunted the Mummy before she flicked the lever.

Flick!

A massive amount of Peanuts were then dumped on the Mummy causing it to be crushed down by the food.

WHAM!

Struggling to clamber up, the Mummy was then shredded into pieces by a large metallic fan.

"YEAH!" All the kids said at the same time as they watched the Mummy's downfall.

"GRAHHH!" The Mummy howled in pain as it was shredded into rubble with the bandages flying up as debris.

WHOOSH! SLICE! BLAM! BOOM! Rumble...

With the Mummy seemingly beaten, Stan sighed and muttered, "Well at least it's over."

The kids then turned around and walked back to Max...

Right before a bandage grabbed hold of Stan's left leg dragging him onto the ground.

WHOOSH! STRETCH! GRAB! THUNK!

"ARGH! WHY ME?!" Stan shouted out in shock and fear as everyone else yelled out, "Stan!"

As the bandages pinned Stan to the ground preventing him from escaping, the Mummy slowly reformed its body and grabbed hold of Stan with its arms.

Feeling the bright purple light blind his blue eyes, Stan tried to escape, but the Mummy restrained him.

"UNCLE MAX! HELP ME! PLEASE!" Stan shouted out in fear and sadness as tears began leaking out of his bright blue eyes feeling overwhelmed by the situation.

RIP!

The Mummy then began ripping the Hazmat Suit off Stan exposing his skin to the glowing Corrodium crystals.

"ARGH! IT HURTS!" Stan screamed out as he felt the Corrodium beginning to harm his body.

"His suit is ripping! He'll be exposed to the Corrodium!" A shocked Gwen loudly yelled out as the group watched on in fear.

"No! This isn't how he's meant to go out!" Ben loudly protested to the group as Nibbler then declared, _**"What can we do?!"**_

Dangling up Stan in the air, the Mummy then wrapped its bandages around the red recharging Omnitrix.

Then the Omnitrix glowed bright yellow underneath the bandages.

BEEP! ZAP! SPARK!

As the Omnitrix core popped up, the yellow dial then flashed through all of Stan's eighteen alien silhouettes in random order.

"Warning! Unknown DNA Sample detected. Scan Mode activated." The Omnitrix beeped out from Stan's right arm alerting the others as to what was happening.

"The Omnitrix... It's sampling the Mummy's alien DNA!" Max then blurted out in shock causing everyone to smile knowing that Stan could win.

 _ **"Just like what happened with the alien Werewolf!"**_ Nibbler then also pointed out to everyone.

BEEP!

The Omnitrix silhouette then changed to a carbon copy of the Mummy as Stan's blue eyes widened in shock and joy causing him to think, _"No way! Another new alien?!"_

"Stan, go alien before you begin to mutate, it's your only hope!" Max reminded Stan.

Nodding back, Stan then gritted his teeth and told the Mummy, "Got it! Time to fight Mummy with Mummy!"

Stan then gently taped down the yellow core and was engulfed in a flash of bright yellow light as his new transformation began.

FLASH!

As the Omnitrix sank into his right arm, bandages slowly covered Stan's right arm and slowly moved up the rest of his body with his DNA changing.

Feeling his body go numb and his thoughts becoming dead and ancient, Stan closed his bright blue eyes as bandages covered his face and remaining Human body.

As Stan's body turned around, he gained a series of black bracers and greaves which had brown lines running across them.

Then Stan grew in size before he gained to Diamondhead's height before his head gained a gold and brown headdress identical to what the Mummy wore.

Finally, the Omnitrix symbol appeared on his right shoulder before the gaps in his bandages glowed green before the alien turned around revealing a pair of bright blue eyes under the headdress he wore.

Now transformed, the Mummy alien stretched out his bandages which floated around him as the transformation came to an end.

Stan had become a Thep Khufan known as Snare-Oh.

FLASH!

As the flash of bright yellow light faded away, the shocked Mummy saw a near-identical counterpart appearing where Stan once was in his hands as the Omnitrix symbol on Snare-Oh's right shoulder then beeped out, "Thep Khufan DNA sample now acquired and activated."

As Snare-Oh's bandaged blue eyes gazed back at the Mummy's purple ones, Snare-Oh then said in a booming and Ancient Egyptian style voice, "Hello there... Oh, it's like staring into a mirror."

The shocked Mummy then groaned out, "Urgh... Gurgh... Hurgh..." to Snare-Oh who then said, "Yeah, I don't plan on letting you win."

Remembering how the Mummy fought, Snare-Oh then punched the stunned Mummy's face before he rolled down onto the floor, stood upright and faced the Tennyson trio.

PUNCH! CRACK!

"Wow... He looks identical to the Mummy." Gwen noted before Max suggested, "Make sense that's Stan's a carbon copy like him."

"Kick his ass, _ **Stan!** **"**_ Ben then cheered Snare-Oh who smirked back and told Ben, "Thanks you two. And by the way, Call me Snare-Oh."

Snare-Oh then faced down the Mummy ready to end the war once and all for all before he stated, "Come on... Let's see who the better alien Mummy is!"

"GRURGH!" The Mummy roared back before it charges directly towards Snare-Oh who quickly used his bandages to grab hold of the Mummy's arms and hold him in place.

WHOOSH! STRETCH! GRAB!

The Mummy attempted to break free, but Snare-Oh instead caused the Mummy's hands to hit it's face numerous times.

SLAP! PUNCH! SMACK!

"What's the matter? Can't stop hitting yourself?" Snare-Oh cockily questioned the Mummy enjoying himself in the fight.

Furious, the Mummy then broke free from Snare-Oh's arms and wrapped his bandages around Snare-Oh's arms and sent him sprawling into a tank of Liquid Nitrogen.

WHOOSH! STRETCH! GRAB! WHAM!

"Ooof!" Snare-Oh grunted out in pain before he slowly recovered up and put his bandages back around his body.

"Be careful Stan! That container has Liquid Nitrogen. It'll freeze you solid in seconds!" Max warned the heroic Thep Khufan.

Blue bandaged eyes widening in shock, Snare-Oh chuckled and then told Max, "Eureka! Of course... Thanks, Uncle Max!"

Facing down the Mummy who slowly shuffled over to Snare-Oh, Snare-Oh grabbed hold of the tank with his bandages and aimed the lid of frozen methane directly at the Mummy.

WHOOSH! STRETCH! GRAB! HISS...

"Just getting fired up! Before you cool way down permanently!" Snare-Oh informed the Mummy before he opened up the tank and fired it directly towards the Mummy.

HISS! WHOOSH! FREEZE! Crack...

The Mummy attempted to stretch out its bandages to get rid of Snare-Oh, but it was far too late as the Mummy slowly froze up and became a frozen popsicle.

"Anyone order an extra-large order of Mummy ripple?" Snare-Oh jokingly remarked as he placed the Liquid Nitrogen container on the ground.

Thunk!

"Nice work as always Stan," Max informed Snare-Oh who crossed his arms and stood next to his frozen evil counterpart.

"Thank you. But I couldn't have gotten the job done without you guys." Snare-Oh informed Max truthfully.

 _ **"So what number is present for this alien?"**_ Nibbler questioned Snare-Oh.

Thinking briefly, Snare-Oh then told the group, "Snare-Oh is my nineteenth alien and my third horror themed one along with Blitzwolfer and Ghostfreak."

"Don't mean to interrupt, but we need to bury the Mummy and the Corrodium back underground." Gwen then informed the group who all nodded back in agreement.

Ten minutes later after the Mummy and the Corrodium were buried underground...

Pouring some concreate onto the hole via a Cement Mixer, Snare-Oh then stepped back and admired his handiwork as Max scarped the Cemented ground with a Sweeping Brush.

"Nice job everyone. By the time that the day shift begins, the Concreate will be hard and no-one will ever know that a Mummycicle was buried under there." Max jokingly and truthfully told the group.

Before Snare-Oh could reply, the Omnitrix symbol on his right shoulder then began beeping red.

BEEP! BEEP! BEEP!

"Time to go already? That sucks. I was just getting started." Snare-Oh muttered under his breath before he was engulfed in a flash of bright red light.

FLASH!

As the bright red light faded away, a woozy Stan then shook his head and flapped his hands briefly thinking that bandages were still there as the Omnitrix beeped out, "Warning! Omni-Energy supply is low. Recharge Mode activated."

"Phew... Nineteen aliens now. Guess I'm on my way up." Stan muttered under his breath before he looked at the others.

"Wait, what about the Security Guard who was mutated? What do we do about him?" Ben then questioned Max.

"As I said earlier, Brief exposure to Corrodium only lasts for a short amount of time. We'll just place him back in the booth and he'll turn back to normal." Max informed Ben.

"You think of everything don't you, Grandpa?" Gwen questioned Max who pointed out, "One of the many perks of being a Plumber. Now let's get back to the Rust Bucket."

A few moments later once they exited the factory...

The group passed by the Security booth as the Security Guard then woke up in his cold clothing and muttered, "What the?! Why am I in my boxers?!"

The Security Guard was so distracted that he didn't notice the RV group walk back with Max reminding the kids, "Guess we'd better get back to the farm. I'm sure Joan has more chores for us to do."

The three kids stopped walking and glanced at each other in horror before Ben stated, "Yeah about that Grandpa..."

Max turned around and looked at the kids as Ben continued, "Stan, Gwen and us just want to say..."

"Don't make us go back there please!" The three kids said at the same time before they hugged Max together and remarked, "We've learned our lesson! We'll do our chores from now on, we promise!"

Smiling Max then said to the kids, "Oh thank goodness. I'd forgotten how much I hated working on Uncle Jeddieah's farm when I was a kid."

The kids then all glanced at each other before Stan told Max, "Well we've all learnt the important lesson of hard work and not to screw around."

Chuckling Nibbler then remarked to everyone, _**"That's good and all. But we can we please get going before we have to move animal crap again?"**_

"Good point, Nibbler," Max muttered back to young Symbiote as walked back towards the Rust Bucket ready for the next adventure they would have.

 **Author's Note: So there we go, another chapter complete.**

 **Now for the notes.**

 **Feedback isn't off the roster entirely, he might be added later on during Part 4 or even beyond that, I haven't decided yet.**

 **As for Alien Force? Yes, that will happen since I have ideas going forward for that.  
**

 **I also have ideas for a prequel story about Stan's origins as well that I wouldn't mind writting.**

 **So either way, the future for Stan 10 is bright long-term.**

 **As for the next chapter?**

 **It's going to involve Upgrade as the main focus and the chapter will be an original one! :)**


End file.
